Foundation for the Jewish Community, FJC, FY2019 auditor’s report

. . . this isn’t a Quinten Massys, 1514 . . .

2Apr2018, Pacifica took out a $3.7m loan (now $3.265m) from the Foundation for the Jewish Community, FJC, a donor-advised funds holder. A week or so later than expected, this is the auditor’s report on their FY2019 financial statements (year-end 31Mar), dated 27Aug2019:

https://mega.nz/#!uv5ihaaA!l1oM3AMgandB1nMflPaxBqAhapnpWhbQv3YzLfjKTxI

For a summary of what the loan has made Pacifica do, please see https://pacificaradiowatch.home.blog/what-fjc-has-made-pacifica-do/.

P.S. Promise I didn’t get the pic from Patty Lipshutz, MoMA employee, the Museum of Modern Art, NYC, its longstanding chief legal counsel & Secretary – also Vice-President & Secretary of the Marty & Dorothy Silverman Foundation. Perhaps no surprise she’s married to a Silverman, Lorin, who happens to be not only President & Treasurer of the Marty & Dorothy Silverman Foundation but also President & Treasurer of FJC, and founder & President of F. Y. Eye, Inc., an advertising broker, which Pacifica has a $37k contract with for on-air & website advertising, the euphemistic underwriting.

[Analysis will follow by Tu24Sep (apologies for the delay). A focus will be on their Agency Loan Fund, ALF, cited in the 6Apr2018 Pacifica press statement, announcing its loan from FJC, & devoting a paragraph to ALF. This is the KPFK link (it’s also on the WBAI website): https://www.kpfk.org/blogs/kpfk-and-pacifica-news/post/pacifica-announces-settlement-with-empire-state-building-and-empire-state-realty-trust/.

[Note that, despite what some Pacifica directors & others say, FJC do sell on their loans, to the Marty & Dorothy Silverman Foundation. Just ask Patty, or Lorin – or daughter Allison, a director of the Marty & Dorothy Silverman Foundation, and VP, Strategy & Operations of F. Y. Eye, Inc. Selling on a loan happened again in FY2019: “[d]uring the year ended March 31, 2019, the private foundation purchased one loan totaling approximately $1,018,201” (p. 17, my emphases; p. 19 of the PDF). This is as per policy: “[s]ince its inception, any loans that were determined by FJC to be potentially impaired were purchased in full by a private foundation” (p. 11; p. 13 of the PDF). That’s right, folks, FJC never wait for a borrower to default. Pacifica’s loan, & the liens on its properties, may just get sold on without the chance to go to court. Capitalist right is capitalist right, the right to dispose of one’s assets as one sees fit.]

Station listener-membership to split the $67k FJC quarterly interest charge?

[I misunderstood the PNB Finance Cttee motion, mistaking “station membership” for listener-members only. I was misled by the discussion focusing on listeners, not members consisting in listeners plus staff. Apologies. However, my points are unaffected, as are the computations; the text has not been revised. The motion is given correctly by WBAI Treasurer R Paul Martin in his report: “The NFC recommends that the quarterly interest payments starting with December 2019, be apportioned by station membership as of December 1, 2019, and revised annually according to changes in membership” (page 4, link given below).]

~~~~~~~~~~~~~~~

Last night’s PNB Finance Cttee decided that station listener-membership alone should decide the split of the $67k going each quarter to the Foundation for the Jewish Community, FJC. So, KPFA 31%, KPFK 29%, KPFT 8%, WPFW 14%, WBAI 18%. This was the Cttee’s recommendation to the Pacifica National Board about the $3.265m loan (46:52; the vote was 7-2-1, that is, 7 for (including KPFA listeners-delegate/Pacifica director/Finance Cttee Chair Chris Cory, & KPFK listeners-delegate/Treasurer Fred Blair), 2 against (KPFK staff-delegate/Pacifica director Mansoor Sabbagh, & WPFW listeners-delegate/Treasurer Nick Arena), 1 abstained (KPFA listeners-delegate/Treasurer Sharon Adams)). The PNB next meets Th19Sep. https://kpftx.org/archives/pnb/finance/190910/finance190910a.mp3

These are the station charges, quarterly & monthly: KPFA $20 876, $6 959; KPFK $19 529, $6 510; KPFT $5 387, $1 796; WPFW $9 428, $3 143; WBAI $12 121, $4 040. FJC’s quarterly charge to Pacifica is $67 340, at the new interest rate since 1Aug2019 ($3.265m x 8.25% ÷ 4). (WBAI Treasurer R Paul Martin’s own calculation for WBAI gave $12 600 (page 5, https://glib.com/treasurers_report_2019-09-11.pdf): he took the quarterly as a round $70k.) Station listener-membership was given in National Elections Supervisor Renee Penaloza’s 28Aug report (unpaginated p. 1): http://elections.pacifica.org/wordpress/wp-content/uploads/2019/08/Election-Report-08.28.19.pdf.

How feasible is it that WPFW & WBAI, in particular, will make these contributions? Contributions due to FJC, contractually within five days, on 2Jan2020, 2Apr2020, 2July2020, 2Oct2020, 2Jan2021, & 2Apr2021? Contributions, at the current 8.25% annual interest rate, totalling $56 568 by WPFW & $72 726 by WBAI?

(section 8.1, p. 13, of the signed loan agreement, https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR)

There are three obvious sets of facts indicating that they won’t make their contributions:

1) In June-July, neither WPFW nor WBAI could pay either payroll or health insurance (Interim Chief Financial Officer Tamra Swiderski, 32:19, Tu9July PNB Finance Cttee, https://kpftx.org/archives/pnb/finance/190709/finance190709a.mp3). She was ‘economical with the truth’: they both had to borrow from the Foundation’s national account.

2) WBAI forecast that FY2019 (so to 30Sep) will be a loss of $318k, & they’ve budgeted FY2020 as a $316k loss. Honest, one may say, but no less worrying for that. This info comes from today’s WBAI Treasurer’s report (p. 5).

3) The much trumpeted coming recession.

Intention & action are unavoidable in both PacificaWorld & RealWorld. But in PacificaWorld they tend to be more independent of the means at hand. But even in PacificaWorld there comes a time when RealWorld intrudes so much that the train hits the buffers: the state & the market discipline all, not least by the inevitable onset of capitalist slump.

In these urgent times, there’s more talk now in Pacifica public meetings of cost cutting, rather than just raising revenue. Reality is biting. The acute cashflow can only be alleviated temporarily by The Golden Corpses, the bequests. Because relentless are the costs of the living: workers, 53% of expenses (FY2016 auditor’s report, p. 5a, https://mega.nz/#F!6uwhAQIY!-QW2NXuAc6rRdWE5KbNb6w?mqw32KrI – FY2017’s financial statements are effectively worthless because their material accuracy wasn’t vouched for by the auditors due to insufficient auditable evidence; please see https://pacificaradiowatch.home.blog/2019/07/19/fy2017-auditor-refuses-to-declare-that-the-statements-are-materially-accurate/). And the paid workers are mainly in California: KPFA, 30% of wage costs; KPFK 26%; KPFT 8%; WPFW 9%; WBAI 9%; with 5% at Radio Archives & 11% at National Office (FY2016 auditor’s report, p. 26; two percentage points lost by rounding).

So firings will be largely in California – fuelling both Californian station chauvinism & its correlate, Californian resentment. This affective dynamic splinters clear thinking, unleashing centrifugal forces, ripping at those ties that still hold the network together.

The core of the PNB majority has been counting on not having to make any fundamental decisions. It was hoping to muddle through, & then re-finance the FJC loan during summer 2020, relying on the three Pacifica buildings as collateral, & using as positive evidence the auditor’s reports of FY2017, FY2018, & FY2019. But RealWorld reality intruded, & I’m not talking about FY2006 being the last annual net income: the 2017 statements were rendered effectively worthless, & the auditor told the M19Aug PNB Audit Cttee (20:15) that the same fate beckons for the 2018 ones. Maybe the 2019 statements, the first with NETA either doing or supervising the bookkeeping, will earn an auditor’s unmodified opinion. https://kpftx.org/archives/pnb/audit/190819/audit190819a.mp3; https://pacificaradiowatch.home.blog/auditor-s-reports-from-fy2005/ (notes 3(b) & 4)

External pressures will ensure that the bullet is bitten during the coming 12 months – even if it’s The Comedy of Terrors solution. https://pacificaradiowatch.home.blog/2019/08/25/pacifica-s-strategic-plan-peter-lorre-vincent-price-the-comedy-of-terrors-allegory/

Postscript

1) WBAI listeners-delegate/Pacifica director James Sagurton had asked at Tuesday’s PNB Finance Cttee if figures were available for ‘station revenue per member’ (42:53). None was at hand. Now they are.

The matter isn’t as transparent as it seems; for example, the FY2016 stations statement includes “[g]rants and contributed income” & “[o]ther revenue”. It’s not apparent how members are involved in these categories of fundraising. Given this, an obvious approximation is the ratio, for each station, between “[l]istener support and donations” & number of members (total of listeners & staff). Data are publicly available for FY2016, & one can use the 2016 LSB elections record date at 30June.

So to answer Mr Sagurton’s query, the figures vary from $128 to $176 per member (37.5% more), & harbour quite a surprise, the station in DC: KPFA $176.30 (2836208÷16087); KPFK $168.38 (2504410÷14874); KPFT $127.52 (753499÷5909); WPFW $169.32 (883693÷5219); WBAI $153.52 (1200676÷7821) – FY2016 auditor’s report, p. 25, https://mega.nz/#F!6uwhAQIY!-QW2NXuAc6rRdWE5KbNb6w?mqw32KrI; & NES Penaloza’s final report on the nominal 2018 pseudo-election, p. 19, p. 20 of the PDF, https://mega.nz/#!fyAwGICZ!-4uWYMHZW3CHxt6yCOITu006SVZ4AyNPjT9bWw6csb0.

2) Ability to perform, a kind of capacity, is a socialist, humanist, rational criterion of expected just contribution to collective human endeavour. That a station raises money shows it has the ability to somewhat pay the network’s bills, & it’s a crude measure of this capacity. So, in 2016, the latest FY we have audited figures for, what proportion did each station contribute? KPFA 34.7% (2836208/8178486, the five-station total of ‘listener support & donations’ – see the above p. 25), KPFK 30.6%, KPFT 9.2%, WPFW 10.8%, WBAI 14.7%. These certainly share a PacificaWorld ballpark with the Finance Cttee’s 31-29-8-14-18 that use data three years later, those of the late Aug2019 membership. (That even now there is no evidence available to members & listeners that the membership records, & elector rolls, are materially accurate, we’ll leave to one side. And, given this, any assertion by NES Penaloza will be treated for what it is.)

The main Facebook group, ‘Pacifica Radiowaves – past, present and future of Pacifica Radio’

[UPDATE: I was mistaken in calling this the main FB group on Pacifica: as of 11Sep, it has c. 390 members, whereas Pacifica Radio Supporters has c. 840.] Below is my inaugural post, made today, at [one of] the main Pacifica group on Facebook, Pacifica Radiowaves – past, present and future of Pacifica Radio. For readers here the post is banal, merely a repetition, but the FB group seems to be a noticeboard, a lil sleepy, undisturbed by discussion: even so, last month, Don Davis, warmed by a pleasant, minor disagreement, was moved to say, “I for one am glad to see threads of substance on this page at long last”.

Somewhat surprisingly, the FB group, on W26June, had leaked Pacifica documents, notably the loan agreement borrowing $3.7m from the Foundation for the Jewish Community, FJC, signed by iED Tom Livingston & President Lorin Silverman on M2Apr2018. At the time of the leak, the group was co-administered by Nalini Lasiewicz & Chair of the Pacifica board, Grace Aaron. The latter left her FB post a week or so after becoming iED during the evening of F5July, after successfully engineering, over many, many weeks, the ousting of ED Maxie Jackson – please see https://pacificaradiowatch.home.blog/2019/08/01/administrative-measures-not-open-discussion-the-pacifica-way/.

I obviously wanted to thank the poster of the documents, & make substantive comments on what, unbelievably, has even been kept from the many non-directors on the PNB Finance Cttee, these including all five station treasurers! Yes, the PNB majority has chosen for 16 months now to prevent the Finance Cttee making fully informed rational decisions concerning Pacifica’s future, to prevent all the Cttee members discharging their fiduciary duty, as required by California corporation law. One can’t be a dutiful trustee, a diligent servant, when kept in wilful ignorance by the information gatekeepers, one’s ostensible colleagues.

However, in order to comment in this FB group one needs to be a member, & so I applied the same day, W26June. After a long silence, then more silence after two FB messages, finally last Monday, on 12Aug, after almost seven weeks, Comrade Nalini finally welcomed me – speaking as if I’d asked the same day. Gracias, caudillo. Who couldn’t love ‘the Pacifica family’?

P.S. My open letter referred iED Vernile to the deficiencies of the public Pacifica financial reports archive, noting to him that this blog had all the missing material, bar a single page. Even 15 days later, Pacifica’s archive lacks three auditor’s reports – FY2006, 2009, 2010 – & FY2011 is sneakily hiding behind the FY2009 ‘button’. C’est la vie.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Hi, all. By way of intro, here’s an open letter to Pacifica’s new executive director, John Carlo Vernile. Haven’t had a reply yet, nor even an acknowledgement – so much for the Pacifica ‘fam’. https://pacificaradiowatch.home.blog/2019/08/04/open-letter-to-pacifica-executive-director-john-vernile-what-s-your-plan-why-s-maxie-gone/

We’re lucky to finally have a music corporate careerist with us, who can devise a comprehensive strategic plan to bring stability to our failing network. It’s what we need after the ousting of that experienced radio professional, Maxie Jackson. After all, he’d only been making progress in laying a sound foundation.

With Vernile, will our decision-makers systematically allow technique to flourish at Pacifica? They certainly crushed Maxie as soon as they could.

Rationally, intent & action should spring from evidence- & argument-based communications science, not from tradition, prejudice, & hearsay. Pacifica needs to transform from a broadcaster focused on radios to an audio content provider focused on digital devices [emphases added].

Nevertheless, Pacifica is likely to muddle thru, sustained by the necro-economics of the golden corpses, the bequests. Yes, appropriately distasteful – & true in both senses.

Administrative measures, not open discussion – the Pacifica way

[This is a comment, sent in four parts, to Ken Mills’ blog, Spark News, on Th1Aug, published the next day. It remarked upon his F26July post, ‘What its like to work for Grace Aaron, Chair of the Pacifica National Board’ (yes, there’s a sic in there) http://acrnewsfeed.blogspot.com/2019/07/what-its-like-to-work-for-grace-aaron.html. I’d made a few comments there recently, & I was waiting for others to join in. A few did. As I had three points to make, I decided to send it to Mr Mills. The post here carries a few alterations, importantly correcting the declaration date of the nominal 2018 pseudo-election results: it happened M18Mar2019. For convenience, at the end of the piece, is a list, with links, of Mr Mills’ three posts on the Maxie Jackson disaster.]

Unfortunately there was little discussion here, so I don’t think I’ll be hogging things if I make three points: the Drew Precedent; choosing not a rational course, but administrative measures; & fermenting instability.

1) The Drew Precedent The end of Maxie Jackson’s first month delivered a stark warning of what he had let himself in for. He witnessed a considered, evidenced judgment, by an experienced & knowledgeable professional, being trampled into the dust by the Pacifica National Board (PNB). Why? It was simply politically inconvenient.

Pacifica were due for local station board elections (LSB’s) in late 2018, so iED Tom Livingston had hired Drew North Consulting to act as the National Elections Supervisor (NES). A company. Professional. “Our election teams are led by Graeme Drew, Certified Electoral Officer[,] whose experience includes general elections, by-elections, special elections, and membership ratification processes involving referendum votes to adopt Custom Election Codes, Land Codes, De-Annexation Agreements, Impact Benefit Agreements, and Constitutional Frameworks.” For Pacifica, this was a high-risk choice. http://www.drewnorth.com/ (‘Elections’ tab)

Sure enough, it soon ended in tears.

Mr Drew & his team started work, in the Pacifica National Office & the five stations. They soon found what the reality was, & it halted them in their tracks: on M29Oct, he found himself with no alternative but to terminate the election. Why?

The 10 elector rolls, listener & staff for each of the five stations, are principally derived from the c. 46k membership records – and these had proved inadequate. (Station staff rolls are largely derived from employment records.) The membership records weren’t materially accurate: lapsed members included; current members excluded; out-of-date contact details; & inadequate supporting evidence, of donations made, & of volunteer timesheets. Through a lack of maintenance, the records had become corrupted. The membership list was, in a word, corrupt. Damningly, this meant that the eligibility of not one candidate could be verified: “I am unable to reliably verify any of the applicants for candidacy due to the poor quality of elector lists” (his final, leaked, report to the PNB, Tu30Oct, page 2, my emphasis). He also determined that there was no prospect of this being remedied any time soon – as I’m sure we can all imagine. http://www.mediafire.com/file/s8eu60d26b3ame9/Pacifica_2018_NES_Final_Report.pdf/file

The most basic building block was absent. The process had self-destructed. Logically, he terminated the election process. After all, if a NES is empowered to declare a certification of the election results, just as logically they are empowered to declare a self-destruction of the election process. And this he was about to do.

He told the PNB in his Tu30Oct report that, “I plan to announce the end of the 2018 election on Wednesday, October 31, 2018” (p. 3). PNB Chair Nancy Sorden (WPFW, in DC) called an emergency private PNB meeting for that evening. The PNB majority chose to ignore the considered, evidenced judgment of the elections professional: they wanted voting to happen – any voting.

For the defenders of the Pacifica secrecy culture, trying to end something, that’s one thing; telling the public, quite another.

That meeting instructed Maxie to hire a new NES. The next day Mr Drew resigned. A pseudo-election took place, results declared 18Mar2019. Currently underway is another pseudo-election, for the other half of the seats of the five LSB’s. Sham elections because no evidence has ever been publicly presented showing that the membership list, & the derived electoral rolls, are no longer corrupt. The PNB majority feel they don’t have to reassure anyone, least of all the members.

So, unbeknown at the time, the Drew treatment set a precedent for Maxie. He had seen, in his first month, how professional judgment gets the Pacifica treatment. But he wasn’t cowered. He consistently defended professional standards. And so, over the subsequent months, hearing the wrong news, the core of the PNB majority planned, then engineered, the ousting of ED Maxie Jackson. If Pacifica is really good at one thing, this is it.

2) Choosing not a rational course, but administrative measures The Aaron Machine spent a lot of time & effort ousting Maxie. People working unpaid. Giving up their spring & summer evenings. Plus all those Skype preparation calls. Week after week . . . after week. Committed. Motivated. Determined. True dedication.

The proximate context is captured well by Ken’s audio compilation above, of excerpts from the exchange between Maxie & Grace, at the Tu19Mar2019 PNB Programming Cttee. Probably not a defining moment, but illustrative. https://www.youtube.com/watch?v=cw4asLVnet4

So what did they do?

Within a month, the wheels were in motion, ready to grind. 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.)

[I should have included this in the original comment, now added here, F2Aug: Note, whilst doing the important business, nine FCC violations were committed: a written explanation to the public hadn’t been given as to why nine deliberative sessions had been private (this had only been done for those on 3June & 1July). Law requires that this occur “within a reasonable period of time”; the CPB’s own requirement is “within 10 days after each closed meeting”. Too late to be remedied, then. Par for the course, really. (Communications Act of 1934, §396(k)(4); page 216 https://transition.fcc.gov/Reports/1934new.pdf, & https://www.cpb.org/stations/certification/closed-meetings)]

Much politics is not so much conflict resolution as it is conflict pacification. Suppressing the unacceptable. The Pacifica way is not evidence, but belief. Not open discussion, but secret manoeuvre. Not persuasion, but brute force. Not rational argument, but administrative practice.

This is the Pacifica set-up. And the final element used in deciding the fate of this radio professional, a technician, knowledgeable & experienced, is a bedrock of Pacifica governance, the silent hands, the cttee members who say nothing, & prevent someone else occupying their seat, but who, crucially, vote with The Dear Leader. Pyongyang has captured Pacifica. One may as well call it the Pyongyang Foundation, Inc.

All this was too much for a woman of honour, Maskeelah Washington (WPFW). She had protested, in the public sessions, about the lengths being gone to by ‘the evaluation’. She resigned from the Personnel Cttee, & also as a director of Pacifica. Her last public attendance as a director was at the Th27June PNB, as it was for Maxie. Neither appeared at the next public PNB meeting, Th11July. As is normal in a secret society, Maskeelah’s resignations have not been announced publicly by Pacifica, not in writing, not orally. This means Maskeelah has never been thanked publicly for her service to the members & listeners. Her name was simply removed, without explanation, from lists. Name . . . delete. People just disappear in PacificaWorld.

Given this, is there any surprise that a blog like PacificaWatch, rooted in evidence, was started the evening Maxie’s ousting was announced by Grace, at the Th18July PNB? https://pacificaradiowatch.home.blog/

3) Fermenting instability The email to the PNB from the KPFK station manager, Anyel Zuberi Fields, that Ken kindly published, rightly focused on the further creation of instability. That has been exacerbated by two appointments, announced on M22 & M29July: John Vernile as Pacifica’s iED, & Jack Valinski as iGM of KPFT in Houston. 2 (JV), with the hyperbolic intent of (JV)².

Vernile has been a corporate careerist, in music, with Sony & EMI: Pacifica has presented no evidence that he’s ever headed a failed & failing organisation, let alone a radio network, nor that he’s succeeded in ever stabilising one. I say that, rather than turning one around, because he’s on a six-month contract – according to Jan Goodman, still Chair of the PNB Personnel Cttee, the one that delivered Maxie to the slab (Su21July KPFK LSB, 3:40, https://kpftx.org/archives/pnb/kpfk/190721/kpfk190721b.mp3).

As I said in another comment, the swiftness of his appointment shows that he’d already been lined up. And, politically, he would have been carefully chosen: Grace, having waited for over a decade to have the chance to become executive director, won’t be dislodged that easily. In fact, there’s every chance she pushed through Vernile’s temporary appointment because he’s happy to be a silent partner, relying on her knowledge of Pacifica, & she’ll be more than happy to do the work, poking her nose into each & every station. She’ll rope in her confidants, as subordinates, functioning as a collective shadow ED, call it Pacifica’s de facto executive cttee – pushing the PNB further away from where the decisions are actually made. In fact, surprise, surprise, when they can’t find a permanent ED, maybe Vernile extends, or Grace becomes iED again. Either way, there’s going to be no regime change any time soon. Just like with the son of the real Dear Leader.

But stability at the top won’t trickle down, because performance is not determined by agreement amongst friends but by the quality of radio output: do people want to listen, & then donate? Deteriorating performance is the fundamental cause of the instability that GM Fields wants to end. And in this, sadly, the PNB majority is an obdurate obstacle.

Turning to this Monday’s communique, the KPFT iGM hiring, its content is revealing – in what it left out. No mention of the LSB. They’re mandated to draw up a shortlist for the ED, who chooses the lucky one (by-law 7.3B). https://pacifica.org/indexed_bylaws/art7sec3.html So, had they done this? The silence poses four questions concerning her well-known dispositions: another example of Aaron’s authoritarianism?; of her willingness to steamroller by-laws when they get in the way?; of her disposition to misjudge politically?; &, dangerously, an example of her willingness to knowingly create more turbulence, this time in a locality? https://pacifica.org/documents/kpft_jack_valinski_190729.pdf

KPFT has no recent series of Nielsen ratings. But internally there is longitudinal evidence. Recently, membership has fallen precipitously: 25% in less than 2½ years, from 5 736 to 4 294 (the election record dates of 30June2016 & 19Nov2018 – National Elections Supervisor’s final report, 18Mar2019, pp. 19 & 17). And the LSB, highly factionalised for many years, split into two in early Jan this year. They met separately – and had never been happier. But now they’re back in the same room, &, perversely, keeping radio silence, with none of the last four meetings recorded & put in the Pacifica meetings archive. They can’t be happy bunnies, can they? So Pacifica’s default secrecy mode kicks in. http://elections.pacifica.org/wordpress/wp-content/uploads/2019/03/Pacifica-Election-Final-Report-2018-by-RAP-1-1.pdf

Into this Valinski has been thrown. But actually he’s part of the furniture: exec producer of ‘his’ show for 20 years. So he’ll have made lots of friends – and enemies. In a highly factionalised station, when ‘national’ recruits from within it sends the strongest signal of intent: war will be waged in the localities. Such as this, GM Fields was warning against. Maybe his own days are numbered.

To sum up Pacifica, fuelled by bequests, & with the iCFO skilfully judging which creditor to pay next, not least the $3.265m owed to the Foundation for the Jewish Community (FJC), the current structure is plain for all to see:

Pacifica = zombie radio + necro-economics

4) What does all this mean for any radio professional thinking of working for Grace Aaron? This isn’t personalising the matter because this is the substantive reality, a pigheaded authoritarianism that is based on belief, not upon radio knowledge, least of all upon radio success. Maxie was trying to create the conditions allowing Pacifica to turn itself around. The Board stopped him. What is any new ED at Pacifica supposed to do? What sort of radio professional will take the job? Does it really have to be someone who doesn’t really care, content to do whatever it takes to keep their job? Seems so. Rationally, that’s all that’s possible.

The ousting of Maxie proves that under this Pacifica Board there is no place for technique, no place for rationality.

Inverting what’s just been said leads to a highly disturbing question, one that any radio professional taking the ED job will have to live with: why does the Board majority, by its actions, let alone its inactions, not want Pacifica to improve?

~~~~~~~~~~~~~~~~~~~~~~~~~

[For convenience, here are Ken Mills’ three posts on the Maxie Jackson disaster. They were provoked by iED Chair Grace Aaron publicly announcing, for the first time, that Maxie had “resigned”. No: he was ousted. She was addressing the Th18July PNB (13:18, https://kpftx.org/archives/pnb/pnb190718/pnb190718a.mp3).

[As an insight into how Pacifica works, it’s worth saying that even the writing up of a draft agenda can betray how crafty the praetorian guard can be. Presumably so as not to draw attention to the livestream, ‘iED report’ didn’t appear in the draft agenda published on the meetings website, https://kpftx.org/archives/pnb/pnb190718/pnb190718_6125_agenda.pdf. But the draft would have struck one as odd because Maxie isn’t listed as an expected attendee, & there’s no mention of an ED report. Yes, Kremlinology, Pyongyangology, they’ve now transmuted into Pacificaology. (Apologies to the cacao.)]

Mr Mills’ posts:

F19July ‘Maxie Jackson out as Pacifica executive director’ http://acrnewsfeed.blogspot.com/2019/07/maxie-jackson-out-as-pacifica-executive.html (as of F2Aug, two comments – a two-parter of mine, the points made being incorporated in this blog’s inaugural ‘Welcome!’ post, https://pacificaradiowatch.home.blog/2019/07/18/welcome/)

M22July ‘Pacifica alert: Maxie Jackson is out & Grace Aaron has taken over’ http://acrnewsfeed.blogspot.com/2019/07/pacifica-alert-maxie-jackson-is-out.html (five comments – including a two-parter of mine, posted here as https://pacificaradiowatch.home.blog/2019/07/24/maxie-jackson-pacifica-the-politics-of-technique-a-tragedy-for-both/)

F26July ‘What its like to work for Grace Aaron, Chair of the Pacifica National Board’ http://acrnewsfeed.blogspot.com/2019/07/what-its-like-to-work-for-grace-aaron.html (five comments – including my above four-parter. Mr Mills re-posted his piece later that day; as of F2Aug that has no comments.)

FJC getting award from Marc Hand – one year ago

FJC gets award from Marc Hand, Pacifica’s fixer for the FJC deal (Mark Cohen; Erin Moran)

On 2Apr2018, Tom Livingston & Lorin Silverman signed the $3.7m loan contract between Pacifica (legally the Pacifica Foundation, Inc.) & the Foundation for the Jewish Community (legally FJC). Pacifica’s broker was Public Media Company (PMC), which had put Chief Executive Officer Marc Hand on the case.

A few months later, the July issue of FJC Quarterly showed what happens when business goes well. The joyous occasion was attended by Marc, of course, together with Mark C Cohen, FJC’s Chief Legal Officer (& Assistant Secretary), & Erin Moran, PMC’s Chief Financial Officer. There was talk of FJC, of course, & of PMC, & some gift-giving & -receiving – but no mention of Pacifica. Even so, a one-year anniversary deserves celebration, don’t you think? http://fjc.org/uploads/newsletters/0047-july-2018-newsletter.pdf

And business did go well. PMC earnt their origination fee. OK, only 1.5% you may say, but that is $55 500 (the loan agreement, Section 3.1(2); page 6). And that payment came from Pacifica listeners: Pacifica has agreed to pay all costs arising from the contract – “[to] pay legal and other loan related fees” (Recital B; p. 1), & “at Borrower’s cost and expense, each in form and content satisfactory to the Lender” (Sec. 3.1(1)-(11); pp. 6-7). https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR

And FJC, just by sitting there, earnt its own consideration (benefit), but decided to forego its origination fee, instead plumbing for underwriting credits of 1% of the loan amount, so $37k (Sec. 3.1(2); pp. 6-7; & p. 25). So, rather than take money directly from the listeners, they chose to make Pacifica enter into an advertising contract. (That suited Pacifica financially, if not politically – please see link at the end.)

Pacifica’s advertising contract is to be with F.Y. Eye, Inc. (Exhibit B; pp. 25-7), an advertising broker in NYC. I wondered why FJC didn’t take cash from Pacifica, for the benefit of the FJC account holders funding the loan. Now I know why – and I’ll give the answer in the next post on these matters.

(The circuit made by the advertising credits is described here: https://pacificaradiowatch.home.blog/2019/07/21/underwriting-section-of-fjc-loan-contract-drives-pacificas-urgency-for-an-advertising-policy/.)

[AN ASIDE: Note that Pacifica’s interest rate falls by 0.25 percentage points, to 8.25% a year, from tomorrow, Th1Aug. The change was made today by a Federal Reserve cttee that decides a rate that prime & others are tied to. The saving is smaller than you think: $8 162.50 a year (1% is $32 650). But mustn’t grumble. https://www.jpmorganchase.com/corporate/About-JPMC/historical-prime-rate.htm ]

Underwriting section of FJC loan contract drives Pacifica’s urgency for an advertising policy

A puzzle of Pacifica proceedings in recent months is why this focus on underwriting, the needless euphemism for advertising? Longstanding Pacifica discursive culture is officially vehemently anti-advertising, whilst the practical culture accepts it, even promotes it as an invaluable income stream. Hypocrisy in action. Again, what’s new?

The late departed ED Maxie Jackson, & various directors, spoke at PNB meetings explaining the need for Pacifica to have, supposedly for the first time, a written advertising policy. Individual stations, & their producers, could take up the opportunities circumscribed by the policy, or not. The policy would simply be used to regulate what is already happening within the network.

This was always presented as a necessary first step in preventing, or ending, violations of rules held dear by the Federal Communications Commission (FCC) & the Corporation for Public Broadcasting (CPB). But that’s not new – unlike something more pressing: the loan contract with the Foundation for the Jewish Community (FJC).

Instead of Pacifica giving FJC money just for the privilege of paying FJC interest, for having a loan in the first place, what’s known in the trade as an origination fee, an expression of the powerlessness of the borrower, FJC has required Pacifica to enter into an advertising contract (pages 6-7 of the FJC loan contract). Pacifica has accepted contractually that the advertising contract is not for mutual benefit but for FJC’s benefit, what in Legalese is termed its consideration: “the Underwriting Agreement [is] for the benefit of Lender, as amended from time-to-time” (the introductory list of the contract’s definitions, Section 1.1(30); p. 4). The other pages in the loan contract explicitly on the topic of advertising are 6-7 & 25-7, & these will now be considered. https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR (no need to download the PDF: click the three horizontal dots, then ‘preview’)

It is not known publicly why on earth FJC has done this. [Please see the postscript, where a reason is given.] It’s particularly odd because FJC is the manager of the charitable funds of donors, towards whom FJC is obviously in a relationship of trust, exercising a fiduciary responsibility. So rather than maximising the investment income of the donors’ accounts, by dividing the origination fee amongst them, FJC has pursued its own organisational goal.

Legally the accounts are not owned by the donors but by FJC. What a donor has is influence, the right to recommend to FJC the recipients of FJC money. That’s the law, the theory. In practice, for FJC to maintain, even increase its market share, it needs a good reputation, & that would be harmed if donors told others that their recommendations had not been carried out. So, as so often, capitalist law is one thing, capitalist life is another.

FJC has made Pacifica take advertising, $37 000-worth, 1% of the borrowed money, the $3.7m: “PACIFICA is obliged to provide underwriting credits on its Stations in the amount of 1% of the Loan Amount (the ‘Underwriting Credits’) to facilitate the placement of underwriting on the Stations.” (the FJC-Pacifica loan contract, Exhibit B: Underwriting Agreement, original capitalisation & bold; p. 25)

This is how it works. FJC receives no money; Pacifica receives no money, but bears the cost of the exercise. The exercise is Pacifica carrying adverts. An advertising broker, F. Y. Eye, Inc. (“a not-for-profit organization”, apparently – p. 25), acts as FJC’s agent, & is reimbursed for its expenses (“at Borrower’s cost and expense” – Sec. 3.1; p. 6), & the rest goes as credits to advertisers, “non-profit organizations mutually agreed upon by Borrower and Lender” (p. 7). But this doesn’t start as soon as the loan begins: “credits will be provided as Borrower develops the capacity over the term of the Loan. At such time, Borrower and Lender shall enter into an Underwriting Agreement substantially in the form of Exhibit B attached hereto [pp. 25-7].” (p. 7). This time is when “PACIFICA establishes an underwriting program at its radio stations.” (p. 25, original capitalisation).

To repeat: Pacifica contracted with FJC on 2Apr2018, for the sole benefit of FJC, to bring advertising to the radio stations. The PNB agreed to this without public discussion or debate on advertising. The PNB went behind the backs of the listeners, the members, the staff. The PNB deceived them all. It committed a crime.

Furthermore, but not surprisingly, this was not disclosed in the spurious loan summary distributed Sa16June2018 by then Chair Nancy Sorden, on the authority of the Pacifica National Board. This is what it said on the topic, in full:

“[a]n initial draft of the Underwriting Agreement would have required Pacifica, in lieu of an origination fee to LENDER, to pay 1% of the loan proceeds to a non-profit organization called F.Y. Eye, Inc. (FYEYE). That organization would, in turn, have made grants to non-profits who would then purchase underwriting credits to be aired on Pacifica stations. A revised version of the Underwriting Agreement does not require an initial set aside by Pacifica, but reserves LENDER’s right to propose underwriting credits for non-profits ‘as Pacifica develops the capacity over the term of the Loan.'” [original capitalisation, p. 3; https://mega.nz/#!vyBjgaSC!UQVkLUfLfLXuZHjQguWWaQSuJ2HAuEPJ0fK74_IGlvg (no need to download the PDF: click the magnifying glass symbol)]

No, this isn’t what the contract says. It doesn’t speak of “the LENDER’s right to propose underwriting credits for non-profits ‘as Pacifica develops the capacity over the term of the Loan'” (the spurious summary, my italics & bold), a slippery word because its implied meaning is simply to do with possibility, rather than the right to have advertising content as satisfaction of consideration, for having foregone an origination fee. The following is what’s in the contract signed by Pacifica ED Tom Livingston & FJC President Lorin Silverman: “the Underwriting Agreement [is] for the benefit of Lender” (p. 4), & “there is no origination fee due to Lender. However, in lieu thereof, the Borrower agrees that Lender will receive underwriting credits” (pp. 6-7, my italics & bold). Will, not propose. The matter is one of consideration & its satisfaction. It’s not plausible to believe that two experienced businesspeople would each sign a contract that doesn’t exist. Within the PNB, the deceivers are also cowards.

~~~~~~~~~~~~~~~~~~~~

Postscript . . . F.Y. Eye, Inc. – a corporation founded by its president, Lorin Silverman . . . yes, the President & Treasurer of FJC, and President & Treasurer of the Marty & Dorothy Silverman Foundation, which buys FJC loans that are “potentially impaired”, not even in default (FJC policy, disclosed in any of their auditor’s reports & IRS form 990’s – the latest: pp. 10-11, pp. 12-13 of the PDF, http://fjc.org/uploads/user-uploads/image/FJC%203-31-18%20FINAL.pdf; & Schedule O, p. 90 of the PDF, http://fjc.org/uploads/user-uploads/image/file/990%20FY17%20-%20For%20Distribution.pdf). And, yes, it was Lorin’s signature that lent the money to Pacifica. https://www.fyeye.org/about-us/our-team/

Pacifica COULD have, & CAN publish the FJC loan contract: the confidentiality clause only consists in FJC’s name & street address!

The loan contract with the Foundation for the Jewish Community (FJC) has a two-sentence clause on what confidentiality binds the parties. This is the relevant, second sentence, in full:

“[b]orrower shall not publicly disclose the identity of the Lender, except with the Lender’s written approval” (Article 10 Miscellaneous, Section 10.16 Promotional Material, my emphasis & italicisation; page 18 – https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR (can be read without downloading: just click on the three horizontal dots, then ‘preview’))

Identity. So no name, no street name. The rest can become public property – all that has to be surmounted is a not inconsiderable obstacle, a key feature of Pacifica, its entrenched & pervasive secrecy culture at the top. The top. What textbooks call the leadership. Those who direct; who exercise imagination & creativity; who take responsibility; who set an example; who inspire; who fulfil their legal, moral, & political duties.

Is it any wonder that people become so frustrated that they leak documents? Is it?

But maybe one’s being unfair, maybe there was a gentleman’s agreement between FJC & Pacifica? Well, the contract is explicit & unambiguous on the degree of legal force held by what is believed to be an oral understanding or agreement: none, in a word. The wording used:

“[t]his Agreement and the other Loan Documents embody the entire agreement and understanding between Lender and Borrower and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties” (Article 10 Miscellaneous, Section 10.21 Entire Agreement, my emphases & italicisation; p. 18)

The topic of the importance of getting an agreement in writing came up at the M15July Audit Cttee meeting, with a question asked by Polina Vasiliev (KPFK staff delegate). Please see this post: https://pacificaradiowatch.home.blog/2019/07/20/why-may-the-marty-dorothy-silverman-foundation-be-buying-pacificas-3-265m-loan/.

Has FJC sold the $3.265m loan? Is the owner the Marty & Dorothy Silverman Foundation – or have they in turn sold it on?

charities as capital, M-M´ . . . richer charities (non-profits, of course) making money out of poorer ones

The questions arise because of the secrecy culture that Pacifica is notorious for. Pacifica office-holders, since the end of last summer, have consistently chosen not to utter the word ‘FJC’, the Foundation for the Jewish Community which lent Pacifica $3.7m on M2Apr2018. At that time Pacifica proudly issued a press statement, & not only named FJC but devoted a paragraph to their activities. The websites of Pacifica stations proudly carried it, two of them to this very day. (The word ‘FJC’ also appears in two other publicly available documents, ones that Pacifica paid for – more precisely, have been invoiced for: the auditor’s reports for FY2016, dated 31May2018, & FY2017, dated 27June2019.)

https://www.kpfk.org/blogs/kpfk-and-pacifica-news/post/pacifica-announces-settlement-with-empire-state-building-and-empire-state-realty-trust/; https://www.wbai.org/articles.php?article=3570; https://pacifica.org/documents/financial/audit_2016.pdf (p. 19; p. 23 of the PDF); https://pacifica.org/documents/financial/2017/PACIFICA-17-FS_Final.pdf (p. 13; p. 15 of the PDF – lazily cut-&-pasted (!) by the new auditors from their predecessor’s page just mentioned)

Given this, it’s reasonable, & diligent, to ask whether FJC still own the loan.

The Marty & Dorothy Silverman Foundation (MDSF) was almost wholly responsible for creating in 1995 the Foundation for the Jewish Community (FJC). The president of FJC is Lorin Silverman, the son. FJC has a policy, declared in their auditor’s reports, of not going to court when a borrower defaults. No, no, nothing as unsavoury as that. Bad publicity too. Money-men pursuing charities. That wouldn’t do. No. Best keep things quiet, keep everything civil. Instead, FJC sells to MDSF, at no discount, the loans they assess as being only “potentially impaired”, the phrase used in their auditor’s reports; this is the latest one, year-end 31Mar2018, dated 22Aug2018: http://fjc.org/uploads/user-uploads/image/FJC%203-31-18%20FINAL.pdf (pages 10 & 11, pp. 12 & 13 of the PDF)

It was disclosed at the M15July Audit Cttee that, quite remarkably, Pacifica has nothing in writing from FJC (or whoever is now the lender) permitting Pacifica to be currently violating the loan conditions. Oh. That’s quite different from when the loan started on 2Apr2018: ED Tom Livingston said in an Apr2018 email, kindly sent to me by Grace Aaron, that “[t]he Board has been told it has a 6 month waiver of the loan covenants.” (Bear in mind, he didn’t say ‘has received a written waiver’ – only “told”.) So that ran out 1Oct2018. It is important to note that in no publicly available document or audiofile has there been mention of this topic – until the 15July meeting.

At this meeting was George Walter, a Senior Controller at NETA, the National Educational Telecommunications Association, which since Sep2018 has done Pacifica’s bookkeeping & accounting. Also present was Jorge Diaz, a Principal Auditor at Rogers & Co., which did the FY2017 audit & are currently doing the 2018. The George & Jorge Show. And they both take a nice pic, yes? https://www.netaonline.org/OurStaff (last Controller pic) & https://www.rogerspllc.com/about/leadership/jorge-diaz-cpa/

George, when asked by Marilyn Vogt-Downey (WBAI listener delegate) about the submission of Pacifica documents within 120 days to the lender of “the $3.2m loan”, replied, “we’re, we’re off, but they know, & they’re urgh, urgh, they’re, they’re content” (16:45, https://kpftx.org/archives/pnb/audit/190715/audit190715a.mp3). Not surprisingly he was pushed further – and, for recent Audit Cttee meetings, it was in a totally unexpected direction. Polina Vasiliev (KPFK staff delegate) asked about “our New York lender” being OK with the loan condition violations: “do we have that in writing?” (21:39). George was as decisive as ever: “[pause] um, [pause] no, urgh, that’s my, urgh knowledge” (22:04).

Then Audit Chair Eileen Rosin dived in, prompting the witness. Tut-tut. Auditor Jorge then tried to assist. Polina persisted, & George, to his great credit said, “[r]ight, & so, t-to my knowledge there’s no, no written waiver. Um, urgh-urgh, it’s very possible that we’ll, urgh, urgh, get one” (23:05). Which only raises the question, why hasn’t a request for a written waiver been made?!? Why has this situation been allowed to arise, & to persist? And was there a written waiver for 2Apr-1Oct2018? And a written waiver for 2Oct2018-1Apr2019? There’s something not quite right here. Something fishy . . . Oh. So, nothing in writing. Oh. And the annual default interest rate is the lesser of either 18% or the maximum legal rate (clause §1.1(10) of the FJC loan contract). https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR (no need to download the PDF: click the three horizontal dots, then ‘preview’)

One could have done a separate post on the Eileen & George Double Act that followed, doing a spiel with such gems such as, “the lender is actually a non-profit lender, it’s not like any ordinary bank, I guess […] I’m guessing they would tend to be a bit more lenient than, you know – more willing to work with their clients” (Eileen, 24:14), & “it doesn’t help them to er, to er, to, to threaten default on the loan […] that would be, urgh, not in their interest” (George, 24:44). And FJC’s fiduciary duty towards the donors whose money (& other assets) it now manages? Get real. That’s why FJC’s dodgy & troublesome loans, when they’re simply “potentially impaired”, not even defaulting, are sold on to the Marty & Dorothy Silverman Foundation.

Lastly, Marilyn reminded everyone (25:11), that it had been said, mistakenly, that Pacifica had been promised orally by Empire State Realty Trust that they didn’t have to pay all the monthly rent for housing the WBAI transmitter (Marilyn could have been explicit, saying that the determination of this belief as false was by the court). But to return to the main matter: why won’t people be upfront, & speak of FJC’s business relationship with the Marty & Dorothy Silverman Foundation?

Recorded Pacifica public meetings – less so the very few published Pacifica documents – have been full of misdescriptions, being misleading, false, even what can only be deemed deliberate falsehoods, intended to reassure, placate, obscure, confuse, & mislead. From the naive to the wilful. This sorry state of affairs refers to both the $3.265m loan conditions & FJC.

Just in case one may think ‘a nod & a wink’ will suffice, just check the FJC contract. It’s explicit & unambiguous on the degree of legal force held by what is believed to be an oral understanding or agreement: none, in a word. The pertinent passage:

“[t]his Agreement and the other Loan Documents embody the entire agreement and understanding between Lender and Borrower and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties” (Article 10 Miscellaneous, Section 10.21 Entire Agreement, my italics & bold; p. 18) https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR

A final, crucial point which will be addressed later. Except when the loan was taken out, those in the know have consistently never said who owns the loan FJC may have sold it on. It may have already been sold to the Marty & Dorothy Silverman Foundation. Indeed, that foundation may even have sold it on. We simply don’t know. Secrecy culture breeds suspicion. It corrodes trust. It undermines the organisation. It’s simply destructive.

Was the 2Apr-1Oct2018 waiver in writing? If not, why? Was there a written waiver for 2Oct2018-1Apr2019? If not, why? Why hasn’t there been a written waiver for 2Apr-1Oct2019? Why did NETA, Pacifica’s supposed competent accountant, not tell ED Maxie Jackson that one was needed? Why didn’t Jackson insist on one? Why didn’t the Pacifica directors do likewise?

The Pacifica National Board needs to disclose who owns the $3.265m loan. Is it still FJC?

Or, if names are not to be named, has Pacifica’s lender changed, & if so, how many times?

Leak of $3.7m loan contract with the Foundation for the Jewish Community, FJC

The Pacifica advocates of the loan from the Foundation for the Jewish Community, FJC, have presented it as a good Samaritan, doing it out of the kindness of its heart. In fact, FJC is in a competitive market as a manager of donor-advised funds, a sector of the charity industry. One of its money-making operations is running a fund that lends at prime-plus, the Agency Loan Fund, ALF. Donors to FJC can lodge money with ALF, as can outsiders, all hungry for those extra percentage points of interest earnt.

FJC had been having problems finding borrowers for these prime-plus loans: only 46% of ALF had been converted into loans at 31Mar2018, the very time of the 2Apr Pacifica loan (its latest auditor’s report, year-end 31Mar2018, page 20; page 22 of the PDF). So, of course, Pacifica was welcomed with open arms. Sentiment this was not. http://fjc.org/uploads/user-uploads/image/FJC%203-31-18%20FINAL.pdf

The greatest aid to Pacifica transparency, on this or any matter, has not come from the National Board, the PNB. No, this came with the documents leaked W26June2019 on a Facebook group, then co-moderated & -administered by Grace Aaron. She was then, as now, Chair of the Pacifica Foundation. Most of the documents concern the loan from FJC. https://www.facebook.com/groups/PacificaRadiowaves/permalink/1264765520345396/

There are 18 unique documents (one is a copy):

https://www.mediafire.com/folder/e1lo0t30pd4wc/ (the original drop)

https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g (convenient one-click download of the folder; also ‘preview’ allows reading online)

The ‘root’ contract, called the “loan agreement”, 2Apr2018, signed by Pacifica Interim Executive Director Tom Livingston & FJC President Lorin Silverman: https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR

There’s also an advertising (underwriting) contract as part of the loan, signed 23Mar2018 by iED Livingston; please see below.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The $3.7m loan was reduced to $3.265m loan when Pacifica was unable to collateralise the KPFK transmitter site lease, at Mount Wilson. This was because it’s federal land administered by the Dept. of Agriculture Forest Service, & they wouldn’t give the necessary permissions. (The documentary evidence is contrary to the story being told in 2018 by Grace Aaron et al. that the attempt was to collateralise the transmitter, not the site lease – please see the loan agreement, Sec. 2.1(d); p. 5.)

What did the Pacifica National Board (PNB) commit the members to when it accepted FJC’s offer of the money?

  • the signed loan agreement is dated 2Apr2018, & it has a three-year term;
  • significantly, Pacifica directors agreed to a contract that details only two ways to pay the principal by 2Apr2021: selling as many broadcasting licences & station buildings as it takes: “a swap or sale of one or more radio licenses or a sale of other Pacifica owned assets” (Recital B; page 1);
  • annual interest at three percentage points above US prime rate (Section 2.2; p. 5). (So, an annual 7.75% when the loan started; 8%, effective 14June; 8.25%, 27Sep; 8.5%, 20Dec2018. [UPDATE: 8.25%, effective Th1Aug2019.] The three-year interest charge, with the coming recession dragging down the rate, will be less than $800k.);
  • the default rate, such as after a late payment – not least the paying of the principal on time (Sec. 8.1; p. 13) – is the lower of either 18% a year or the maximum under law (Sec. 1.1(10); p. 2);
  • Pacifica directors, with no public discussion, agreed to carry advertising, & on 23Mar2018 signed a contract with an advertising broker, F. Y. Eye, Inc.; FJC chose to make Pacifica do this “in lieu” of its “origination fee” (Sec. 3.1(2); pp. 6-7), & you may wonder why – details below; &
  • FJC never waits for a loan to default: it sells the loan on when it’s only “potentially impaired”, to the Marty & Dorothy Silverman Foundation; details below.

https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR

Pacifica’s immediate future is structured more by this contract than anything else.

As part of the FJC contract, on 23Mar2018 iED Tom Livingston signed an underwriting contract on behalf of Pacifica, for it to carry advertising. This hasn’t been acknowledged publicly by any Pacifica body, not least the Pacifica National Board (PNB). The details now follow.

Appended to the loan agreement, signed by Pacifica & FJC, is an unsigned underwriting contract (pp. 25-7). It is “substantially in the form” that Pacifica has agreed to sign with the NYC advertising broker, F.Y. Eye, Inc. (Sec. 3.1(2); pp. 6-7 & 25-7) – a corporation founded by its president, Lorin Silverman . . . yes, the President & Treasurer of FJC, and President & Treasurer of the Marty & Dorothy Silverman Foundation, which buys FJC loans that are “potentially impaired”, not even in default (FJC policy, disclosed in any of their auditor’s reports & IRS form 990’s – the latest: pp. 10-11, pp. 12-13 of the PDF, http://fjc.org/uploads/user-uploads/image/FJC%203-31-18%20FINAL.pdf; & Schedule O, p. 90 of the PDF, http://fjc.org/uploads/user-uploads/image/file/990%20FY17%20-%20For%20Distribution.pdf). And, yes, it was Lorin’s signature that lent the money to Pacifica.

It should be noted that the chronology in the loan agreement, the talk of ‘Pacifica has agreed to sign’, has to be juxtaposed with the fact that this advertising agreement was actually signed just over a week earlier, on 23Mar2018. It was done by iED Tom Livingston, a contract with F. Y. Eye, Inc., dated 2Apr2018 (linked below). Signing for the latter was its President, Lorin Silverman (yes, a busy guy). Pacifica has publicly issued no document demonstrating that Livingston had been authorised by the PNB to do this. Likewise, there is no public Pacifica document showing that the PNB had agreed to advertising via the FJC loan. Such is the life of a secret society – moreover, one funded directly by the members, members who were never consulted on this matter. Moreover, members who have never shown any evidence, at any time in Pacifica’s 73 year history, of being enamoured to advertising on the Pacifica airwaves. Such is the anti-democratic disposition of the PNB majority. Shameless authoritarians. Eat yer heart out, Lew. https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?qkxynCxQ

Pacifica’s $3.7m loan contract with the Foundation for the Jewish Community, FJC, & other docs. leaked W26June2019

The Pacifica advocates of the loan from the Foundation for the Jewish Community, FJC, have presented it as a good Samaritan, doing it out of the kindness of its heart. In fact, FJC is in a competitive market as a manager of donor-advised funds, a sector of the charity industry. One of its money-making operations is running a fund that lends at prime-plus, the Agency Loan Fund, ALF. Donors to FJC can lodge money with ALF, as can outsiders, all hungry for those extra percentage points of interest earnt.

FJC had been having problems finding borrowers for these prime-plus loans: only 46% of ALF had been converted into loans at 31Mar2018, the very time of the 2Apr Pacifica loan (its latest auditor’s report, year-end 31Mar2018, page 20; page 22 of the PDF). So, of course, Pacifica was welcomed with open arms. Sentiment this was not. http://fjc.org/uploads/user-uploads/image/FJC%203-31-18%20FINAL.pdf

The greatest aid to Pacifica transparency, on this or any matter, has not come from the National Board, the PNB. No, this came with the documents leaked W26June2019 on a Facebook group, then co-moderated & -administered by Grace Aaron. She was then, as now, Chair of the Pacifica Foundation. Most of the documents concern the loan from FJC. https://www.facebook.com/groups/PacificaRadiowaves/permalink/1264765520345396/

There are 18 unique documents (one is a copy):

https://www.mediafire.com/folder/e1lo0t30pd4wc/ (the original drop)

https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g (convenient one-click download of the folder; also ‘preview’ allows reading online)

The ‘root’ contract, called the “loan agreement”, 2Apr2018, signed by Pacifica Interim Executive Director Tom Livingston & FJC President Lorin Silverman: https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR

There’s also an advertising (underwriting) contract as part of the loan, signed 23Mar2018 by iED Livingston; please see below.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The $3.7m loan was reduced to $3.265m loan when Pacifica was unable to collateralise the KPFK transmitter site lease, at Mount Wilson. This was because it’s federal land administered by the Dept. of Agriculture Forest Service, & they wouldn’t give the necessary permissions. (The documentary evidence is contrary to the story being told in 2018 by Grace Aaron et al. that the attempt was to collateralise the transmitter, not the site lease – please see the loan agreement, Sec. 2.1(d); p. 5.)

What did the Pacifica National Board (PNB) commit the members to when it accepted FJC’s offer of the money?

  • the signed loan agreement is dated 2Apr2018, & it has a three-year term;
  • significantly, Pacifica directors agreed to a contract that details only two ways to pay the principal by 2Apr2021: selling as many broadcasting licences & station buildings as it takes: “a swap or sale of one or more radio licenses or a sale of other Pacifica owned assets” (Recital B; page 1);
  • annual interest at three percentage points above US prime rate (Section 2.2; p. 5). (So, an annual 7.75% when the loan started; 8%, effective 14June; 8.25%, 27Sep; 8.5%, 20Dec2018. [UPDATE: 8.25%, effective Th1Aug2019.] The three-year interest charge, with the coming recession dragging down the rate, will be less than $800k.);
  • the default rate, such as after a late payment – not least the paying of the principal on time (Sec. 8.1; p. 13) – is the lower of either 18% a year or the maximum under law (Sec. 1.1(10); p. 2);
  • Pacifica directors, with no public discussion, agreed to carry advertising, & on 23Mar2018 signed a contract with an advertising broker, F. Y. Eye, Inc.; FJC chose to make Pacifica do this “in lieu” of its “origination fee” (Sec. 3.1(2); pp. 6-7), & you may wonder why – details below; &
  • FJC never waits for a loan to default: it sells the loan on when it’s only “potentially impaired”, to the Marty & Dorothy Silverman Foundation; details below.

https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?b0IBlaiR

Pacifica’s immediate future is structured more by this contract than anything else.

As part of the FJC contract, on 23Mar2018 iED Tom Livingston signed an underwriting contract on behalf of Pacifica, for it to carry advertising. This hasn’t been acknowledged publicly by any Pacifica body, not least the Pacifica National Board (PNB). The details now follow.

Appended to the loan agreement, signed by Pacifica & FJC, is an unsigned underwriting contract (pp. 25-7). It is “substantially in the form” that Pacifica has agreed to sign with the NYC advertising broker, F.Y. Eye, Inc. (Sec. 3.1(2); pp. 6-7 & 25-7) – a corporation founded by its president, Lorin Silverman . . . yes, the President & Treasurer of FJC, and President & Treasurer of the Marty & Dorothy Silverman Foundation, which buys FJC loans that are “potentially impaired”, not even in default (FJC policy, disclosed in any of their auditor’s reports & IRS form 990’s – the latest: pp. 10-11, pp. 12-13 of the PDF, http://fjc.org/uploads/user-uploads/image/FJC%203-31-18%20FINAL.pdf; & Schedule O, p. 90 of the PDF, http://fjc.org/uploads/user-uploads/image/file/990%20FY17%20-%20For%20Distribution.pdf). And, yes, it was Lorin’s signature that lent the money to Pacifica.

It should be noted that the chronology in the loan agreement, the talk of ‘Pacifica has agreed to sign’, has to be juxtaposed with the fact that this advertising agreement was actually signed just over a week earlier, on 23Mar2018. It was done by iED Tom Livingston, a contract with F. Y. Eye, Inc., dated 2Apr2018 (linked below). Signing for the latter was its President, Lorin Silverman (yes, a busy guy). Pacifica has publicly issued no document demonstrating that Livingston had been authorised by the PNB to do this. Likewise, there is no public Pacifica document showing that the PNB had agreed to advertising via the FJC loan. Such is the life of a secret society – moreover, one funded directly by the members, members who were never consulted on this matter. Moreover, members who have never shown any evidence, at any time in Pacifica’s 73 year history, of being enamoured to advertising on the Pacifica airwaves. Such is the anti-democratic disposition of the PNB majority. Shameless authoritarians. Eat yer heart out, Lew. https://mega.nz/#F!PloCiSqJ!9rLejSkttE7gCVCCq3q86g?qkxynCxQ