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

. . . d’oh! . . .

Whoops, the wrong area of law was cited in July when explaining the need for this year’s separate staff referendum. The error was in a post to two Facebook groups, which was also re-posted here, https://pacificaradiowatch.home.blog/2021/07/20/breakers-you-lost-accept-reality-california-corporations-code-section-7813f/.

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

There you go, says Lydia.

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

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

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

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

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

These sections are easy to access from the hypertexted contents of Title 1, Corporations, of the CA Corporations Code: https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=CORP&division=&title=1.&part=&chapter=&article=&nodetreepath=2.

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

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

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

The (3):

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

Art. 17, Sec. 1(B)(3), both (v) & final paragraph in full (bold added) – https://pacifica.org/indexed_bylaws/art17sec1.html

The (4):

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

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

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

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

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

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

~~~

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Anti-breakers, you’re politically bankrupt, accept reality. But will a new defender of Pacifica arise? Fat chance

This was posted Tu20July to the two main Pacifica Facebook groups, Pacifica Radio Supporters, & Friends and Fans of Pacifica Foundation (the name since 2020 of Pacifica Radiowaves). These remarks followed on from an appeal to the breakers to let it go, to accept that they failed to persuade Pacificans to adopt their proposed new constitution. It turned on losing the staff-member referendum, 255 — 180.

That cancelled out winning the listener-member referendum, 6 640 — 5 216. Nevertheless, this result was remarkable:

three percentage-point metrics, showing breaker swings, using as the base the Mar2020 listener-member referendum result: +75.7 (sic) when expressed as a proportion of the anti-breaker vote (–48.4 +27.3); +21.7 amongst those who voted (33.7 ⭢ 55.4); & +7.38 amongst the membership (7.70 15.08);

the breakers doubled their vote, x2.03 (3 273 6 640); &

the anti-breakers performed so badly, enthusing & mobilising so inefficiently, that with turnout increasing 23.4% (9 714 11 986), their vote went down a damning 17.7% (6 340 5 216).

The crushing result demonstrates the political bankruptcy of the anti-breaker prominents, namely, of both their style (form) & their messaging (content), expressed in & thru an alienated & alienating relationship with the members, reducing them to exhorting from on high . . . the moment of realisation, of calls falling upon deaf ears.

~

Nevertheless, the listener-member referendum result shows the political bankruptcy of the anti-breaker PNB majority. It showed that their bureaucratic approach of not organising & mobilising amongst the membership (unlike New Day), & instead relying on tired & dying networks of likely voters to spread the word, has reached its inefficient & inefficacious limit. The anti-breaker prominents (one can’t say leaders) are exhausted as a political force. Anti-politics, it’s been shown it can only do so much work. It’s only a matter of time. Their necrotic process has accelerated markedly.

Devoid of ideas & unable to generate hope, they have confirmed that objectively they exist as breakers themselves: they have shown they are unable to motivate members to believe & co-create a revived & vigorous Pacifica network that isn’t just desired & possible, but feasible.

In their stead, will such a political force arise within PacificaWorld?

~

Fat chance.

~~~

Breakers, you lost, accept reality: California Corporations Code Section 7813(f)

[WHOOPS, a crucial correction: the wrong section was cited. Like most of us immersed in PacificaWorld – seeing it all too often run as a private club, not a public charity – it seems to operate for mutual benefit, legally a non-profit mutual benefit corporation . . . but no: it’s a public benefit one. Who knew? It’s not mentioned in the Articles of Incorporation, the by-laws, nor on any Pacifica website; but it is by the California Registry of Charitable Trusts: “Entity Type: Public Benefit” – https://rct.doj.ca.gov/Verification/Web/Search.aspx?facility=Y (quickest way to search is 011303, Pacifica’s state charity registration #).

[The correct sections: § 5342(d), & § 5033. §5342(d), re “termination” of a membership class: “[t]he articles or bylaws may impose additional requirements regarding termination of all memberships or any class of memberships” (bold added). § 5033, re what counts as approval by the members: “approval shall include the affirmative vote of a majority of the outstanding memberships of each class, unit, or grouping of members entitled, by any provision of the articles or bylaws […] to vote as a class, unit, or grouping of members on the subject matter being voted upon” (bold added). There is another section, § 5151(e), concerning “corporate actions”, but presumably, in context, that doesn’t include the action that is a whole membership vote. These sections are easy to access from the hypertexted contents of Title 1, Corporations, of the CA Corporations Code: https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=CORP&division=&title=1.&part=&chapter=&article=&nodetreepath=2.

[And the relevant Pacifica by-law? Amending by-laws, so Article 17, & in Section 1(B) one finds (3), both (v) & the final paragraph, & (4) https://pacifica.org/indexed_bylaws/art17sec1.html. (Their significance is shown in the separate blogpost giving this correction – https://pacificaradiowatch.home.blog/2021/09/14/important-correction-a-separate-staff-referendum-is-required-by-sections-5342d-and-5033-california-corporations-code-shockingly-pacifica-is-a-public-benefit-non-profit-corp-not-a-mutual-benefit-one/.) Because of these two citations, in both 2020 & 2021 the voting results, not just the ballots (the quora were different), were separated, between listener-members & staff-members. If for no other reason, in each year there was a proposed amendment that, to be as succinct as possible, had a differential class adverse material effect re voting rights.

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

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

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

~~~

This was posted Tu20July to the two main Pacifica Facebook groups, Pacifica Radio Supporters, & Friends and Fans of Pacifica Foundation (the name since 2020 of Pacifica Radiowaves).

The FB post has another part, & it’s the next blogpost. It’s addressed to the other protagonist, the anti-breakers: the listener-member referendum result demonstrates the political bankruptcy of the anti-breaker prominents, namely, of both their style & their messaging, expressed in & thru an alienated & alienating relationship with the members, reducing them to exhorting from on high.

~

New Day are being disingenuous, as it’s implausible to imagine they’re ignorant: a separate staff-member referendum was required by California law coz the new Pacifica constitution proposed by New Day created a new class of membership (two in fact: a paid staff class, & an unpaid staff class). Here’s the relevant mandatory clause of the law, in full, the CA Corporations Code Section 7813(f):

[a]n amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by the provisions of the articles or bylaws, if the amendment would […] (f) Authorize a new class of memberships [sic]

emphases added – https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=7813

No ifs, no buts. Nothing to discuss.

New Day have to do three things, including being gracious, being Pacifican:

• stop their undermining of the referenda results;

• withdraw their request for arbitration; & crucially,

• & courteously, congratulate the anti-breakers on their referenda victory.

~

Fat chance.

~

(New Day going to arbitration? “New Day yesterday [M12July, the day NES Renée Asteria Peñaloza announced the referenda results] requested arbitration as per our December 4 agreement with Pacifica to use arbitration to resolve election issues to ‘avoid litigation and expense to the Pacifica Foundation.'” – https://newdaypacifica.org/members-vote-yes-to-save-pacifica-but-pacifica-wrongly-declares-bylaws-lost/. The disingenuity.)

~~~

Facebook has designated this blog as spam, banning any FB post linking to it – and there seems to be no appeal. Hail Sugar Mountain!

https://americansfortaxfairness.org/issue/tale-two-crises-billionaires-gain-workers-feel-pandemic-pain/

Yesterday I made the PNB-zombies-Karen post to two FB groups, Pacifica Radio Supporters & Pacifica Radiowaves. I noticed within an hour it had been deleted – praps even instantaneously, for all i know. A notification from FB said the post was spam.

It’s transpired that what FB deems spam is not the post as such but the site it linked to, namely this one, something i’ve often done since the middle of last year.

So the seriousness of the situation is much greater than i first thought. I’ve just noticed that all my posts linking to this blog have been deleted from the FB groups i’ve posted to.

I can’t find a way to appeal FB’s action: does anyone know different?

Anyway, g-d bless Mr Sugar Mountain, not least for the extra money he’s ‘earning’ during the COVID-19 global societal crisis. In the period depicted in the table above, from W18Mar to Tu19May, a day shy of nine weeks, it’s estimated from Forbes figures that his wealth increased by ~$25.3bn, from 54.7 to 80.0. That’s $408m every one of those 62 days; $17m every hour; $283 378 every second, so exceeding the annual wages of seven workers on $19.25 an hour (40 hours x 52) – makes Stalinism seem appealing.

And Pacifica’s revenue in a year? ~$10.9m (the FY2017 NETA figure rejected by the auditors). Zuckerberg ‘made’ that in 38.46 seconds – makes slavery seem fair.

On top of all this, 17 days have almost passed since the 19May calculation, adding perhaps another $6.9bn (17 x $408m). Overall, that’s +59% (32.2 ÷ 54.7) – makes the COVID-19 global societal crisis seem all worthwhile.

Within the hour, Facebook inexplicably deleted the post about the PNB, zombies, & Karen

FB notification, Th4June2020

Obviously, Karen stormed off immediately to FB on my behalf to find out what’s going on.

FB artificial intelligence being dumb?

The deleted FB post had gone to two groups, Pacifica Radio Supporters, & Pacifica Radiowaves. Here it is, as paragraphed:

Two months down, 10 to go: when will the PNB get round to identifying the practical options Pacifica has to pay the $3.265m to the Foundation for the Jewish Community, FJC, by 31Mar2021? When will the PNB instruct ED Lydia Brazon to identify these options & how to proceed?

Who will be Pacifica’s Karen?

https://pacificaradiowatch.home.blog/2020/06/04/two-months-down-ten-to-go-yet-the-zombies-keep-shuffling-on-to-the-abyss-but-where-is-pacifica-s-karen-will-pnb-instruct-ed-brazon-to-identify-the-fjc-loan-options-qm/