[Two sections: the error, & a possible explanation; & the actual comments made at the LSB. Another post will provide, & discuss, the four proposed by-laws amendments.]
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I made an important misinterpretation of a by-law in my public comment at the Su17Oct KPFK LSB. I’d first spotted the four proposed by-laws amendments on the Pacifica homepage on Tu12Oct, & started writing about them straight away. One of them would extend the term of office of a director; another would erode the voting rights of the members. Given this, would each require a membership vote, that is, a referendum – yet another one? On checking the by-laws – Article 17, Section 1 – I formed the firm view, quite quickly, that not only was this so but, crucially, that merely proposing them triggered a referendum: it didn’t need approval by the Pacifica National Board & a minimum of three local station boards. The proposers had, perhaps unwittingly, opened a Pandora’s box.
Yes, two of the proposals are each pointed for a referendum trajectory – but for lift-off the proposal needs the support of at least three LSB’s & the PNB, with the by-law not stipulating (contra Pacificese folklore) the order of voting.
Oh.
I made my false claim three times, in each of the 10min tranches of public comment at the Su17Oct KPFK LSB (1:14:34, 1:48:57, 3:31:49). It was only after Lawrence Reyes (listener-delegate, & director) tied himself up in knots (again), that someone corrected me, LSB Chair Michael Novick making this contrary assertion:
I have a response. I believe that Jara’s incorrect: if they’re defeated, there was [sic] no reason for a membership vote
He was adamant that a referendum requires the prior support of boards. He was unequivocal. I checked Art. 17, Sec. 1(B), & it was only after the meeting closed that I realised he was perfectly correct.
Double oh.
As I say, it was a considered view, firmly held. What threw me, I think, was Sec. 1(B)(2)(iv) saying “[i]f any proposed amendment is not approved by the Board and Delegates, then it shall be submitted to the Members for approval and shall be adopted if approved by the Members” (emphases added). “Shall”, not ‘may’: necessity.
But this requirement is not unconditional: it pertains not generally but to a special situation. As this sub-sub-sub-sub-sub-sub-sub-section (iv) starts off by saying, “in the case of amendment(s) proposed by Member petition”. To repeat: “by Member petition” – not by a group of directors.
🤦
I was probably also influenced by Sec. 1(B)(3) saying “[i]n 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” (emphases added) – not pausing to wonder why the also is there. But the killer is at the very start of this sub-sub-section:
[t]he Members shall vote on any proposed amendment approved by the Board and the Delegates
And yes, at next month’s KPFK LSB I’ll correct my error in a public comment. (Note, it’s not on the usual Sunday, but a Wednesday, 17Nov, at 1800 PST: the new station manager, Miquel Calçada, had asked at the Su17Oct LSB, in his audiofile report, that there be no weekend meets (28:03 – https://kpftx.org/archives/pnb/kpfk/211017/kpfk211017a.mp3). The text he read, with some additional words, mainly for emphasis, is at https://www.kpfk.org/support-kpfk/lsb-cab-and-pnb/.)
This webpage, usefully, also carries the monthly reports to the LSB from the directors who bother to write them; no other LSB provides this service to Joe & Joanna Public. But then scriptophobia (& empty archives) is endemic within Pacifica: Executive Director Lydia Brazon has published nothing, absolutely nothing, in her time since 5Dec2019, hasn’t committed herself to print in almost two years – ‘the prosecution’s work, y’ Honour, has been severely hampered by the lack of documentary evidence, which, m’ Lud, warrants being treated as evidence of evasion, of an attempt to obstruct the course of justice, &, ultimately, evidence of culpability concerning the charges before you, & so, ladies & gentlemen of the jury, this is yet another reason why you must deliver a guilty verdict in this case’.
As an aside, make sure to keep an eye on crafty director Ali Lexa Al-Hilali, who has never been known to lift a pen, so, if the Chair asks him to report, he says “I’d rather give it after Beth”, von Gunten, knowing hers is always detailed, in part coz she has the self-discipline, decency, & courtesy to spend the time beforehand, systematising her thoughts as an array of pixels. Ali ‘one step back – simpler than One Step Forward, Two Steps Back’ Lexa: these are the lengths some peeps go to so they’re the right side of a PNB closed session. And yes, Ali’s a staff-delegate, from the most threatened Pacifica station.
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The three public comments, Su17Oct KPFK LSB
Where needed, correcting interjections are italicised & enclosed by the usual square brackets.
#1: Re the four of the proposed by-law amendments posted at pacifica.org on either October 11th or 12th, i would like to make two points. (1) None has the names of the six (or more) directors who proposed them. And (2), those for extending the director term of office, & the frequency of member petition amendments, each requires a referendum[no, not true]. Are Pacifica members aware of this?
#2: Two points. (1) It’s an excellent practice to have a tranche of public comment not only immediately after the directors’ reports, but to also allow the directors to respond to those comments. Congrats to the author of the proposed agenda, Chair Novick, & the body for agreeing to this. (2) Lawrence Reyes just said he was one of six directors – but proposing what? So five questions to Lawrence, in the spirit of transparency facilitating accountability: (a) did you sign all four proposed by-laws amendments?; (b) who signed the two that each requires a referendum because they adversely & materially affect all members’ voting rights [the 1st mentioned is also coz it’s an extension]: the proposed extension of a director’s term, & proposing to reduce the frequency of amendments springing from a members’ petition?; (c) when you submitted them, were you aware that each required a referendum? [no, false]; (d) are you aware, & i emphasise, this is a Pandora’s box, & now released, even if rejected by the PNB & the five LSB’s, there has to be a membership referendum for each? [false]; & lastly, (e) why did you choose just now to be opaque, & choose not to name the signers?
#3: Just for the record, director Lawrence Reyes chose not to answer four of the five questions i put to him. The questions again: (a) did you sign all four proposed by-laws amendments?; also, skipping a question, (c), when you submitted them were you aware that each required a referendum? [false]; (d) are you aware that this is a Pandora’s box, & now released, even if rejected by the PNB & the five LSB’s, there has to be a membership referendum for each? [false]; & lastly, (e) why did you choose in your own director’s report to be opaque, & choose not to name the signers? Given Lawrence & others decrying the $50k or so expense [in 2020] of a [stand-alone] referendum, & especially given the current financial crisis at Pacifica, why on earth have they released two proposed by-laws amendments that each require[false] a referendum of the whole membership? How is this possible?
The last time KPFK achieved an annual net income was FY2011 ($119 800); the previous one was FY2005 ($135 665). So only one since 30Sep2005, just one in the last 15 financial years – but at least that’s one more than WBAI, the fave whipping-boi.
For the 15yrs, the gross cumulative loss is ~$2.851m (an average of ~$204k per deficit year), & the net cumulative loss is ~$2.732m. In the Pacifica discourse it is never mentioned that KPFK has this financial performance – nor, to recognise how truly bad this is, that it’s been achieved without, as mitigation (& partial explanation), a cost inflicted upon it comparable to WBAI’s transmission tower lease. That’s the onerous Empire State Realty Trust near-15yr contract thrust upon the station in June2005 by PNB Chair Ambrose Lane, Sr (WPFW staff-delegate), signed, without any public discussion or explanation, a mere 12 days after stepping into the job of emergency Executive Director after Dan Coughlin resigned. Remarkably, the severity of the contractual terms, & the need for Pacifica to plan given the cost escalator, weren’t broached at all in the Pacifica public audio recordings of the time, or indeed even 5yrs later (sic).
(By contrast, in the earlier KPFK period, FY1994-2005, so an overlap of one financial year, a period totalling 12yrs, there were only three annual net losses; & of the nine net incomes, five were <$100k, but the others were ~$340k (FY1996), ~$136k (FY1999), ~$457k (FY2003), & ~$136k (FY2005). Note that it hasn’t always been disclosed by either the relevant auditor or Pacifica how the five restatements of Pacifica’s annual financial statements have affected the record of the individual accounting units – please see note #1 at https://pacificaradiowatch.home.blog/auditor-s-reports/auditor-s-reports-from-fy2005/.)
Into this history has now stepped Miquel Calçada, who on W15Sep started work as the third KPFK station manager this calendar year.
At this local station board meeting, I hadn’t intended to comment, just listen to the stream. But it wasn’t coming on, even after 30mins, & although Pacifica meetings usually start late, this was unusual. So I went onto Zoom & found the meeting was underway. In the chat I reported the lack of stream, but TechGuy was adamant it was fine. Nevertheless, the water failed to reach me, even at the end of the meeting, so I guess it was down to the pipe I was using from the link given by https://kpftx.org/ (water also didn’t come out of the page’s audio button).
Below are the two comments made, slightly augmented. In the first, point #3 had been written-up but in the rush was inadvertently left out. In the second, & importantly, the ultimate responsibility of the directors is invoked: their own dereliction in not stopping ED Lydia Brazon being derelict.
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1st comment
Re the fund-drive Tu20July-M30Aug, six whole weeks, striking facts can be inferred from the data given to the W15Sep KPFK Finance Cttee by Business Manager Barry Brooks. He said the $600k drive “raised a total of $235 725 […] with 1 592 pledges [made]”. (Regrettably, he didn’t give the number of donors.)
So, (1), a pledge corresponds to an average of ~$148 raised – note, the average donation (& the donor distribution) wasn’t disclosed.
(2), using the membership station datum of 11 729 at 7Apr2021 from the National Elections Supervisor, assuming all pledgers are KPFK members & the membership was unchanged, pledgers amounted to only 13.6% of the members, or 1-in-7⅓, 3-in-22 – so more than 86% of members didn’t pledge. Big donors may be contacted, but so can all the members.
And (3), given that 3 666 KPFK members voted M7June-W7July in the by-laws referenda, & there were only 1 592 pledgers during the fund-drive that started only 2wks later, the number of pledgers amounted to only 43.4% of voters – so almost 57% of voters were motivated enough to cast their ballot but not to pledge. In absolute numbers, 1 592 pledgers compares with ~2 779 voters supporting the New Day amendments, & only ~852 voting against the change.
So given point 3, it would be naive to believe that the New Day attempt to break up the Pacifica network hasn’t undermined the attempt to raise money for KPFK. And no Pacifican is naive.
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2nd comment
KPFK has had a financial crisis since Apr2020, so almost 1½yrs. Miquel Calçada is the third KPFK station manager this calendar year. Yet no-one has said publicly that a document, called a plan, exists. Any plan. What we have had is firefighting, rather than exercising foresight to turn a vision into concrete steps. This is obviously unacceptable – and evidence of Executive Director Lydia Brazon being derelict.
The only intent shown in the public record is the 11June2020 PNB decision: “that significant expense cuts be made at KPFK as soon as possible. These cuts should be at least 30%” – so not even giving a deadline.
Likewise, the directors, those of 2020 & the current year, have also proved themselves derelict in allowing this: as carers of the public charity’s assets they have a legally regulated duty to act as trustees, the much heralded fiduciary responsibility. The chief operating officer is the primaryinstrument of any board of directors – and Pacifica Foundation, Inc. is no exception. Unfortunately, & disastrously, the dog is allowing itself to be wagged by the tail.
Being fair to Miquel, ED Brazon needs to publicly declare, in writing, what constraints she has placed upon him, not least the scope of his decision-making, & disclosing what she expects him to achieve. What instructions has she given him? The members, the staff, the listeners, current & future vendors – all deserve to know. We need to know what we can rationally expect from him. It is also one way to make his own job a little easier.
Transparency tempers expectations, makes responsibilities less ambiguous, & facilitates accountability.
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.)
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.
[…] 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.
A public comment was made, on the fly, at the Su12Sep2021 KPFK LSB (2:07:03, https://kpftx.org/archives/pnb/kdelegates/210912/kdelegates210912a.mp3). Listening to the meeting, & what hadn’t been said, a comment had to be made. In the rush, one clause was incomplete; that’s been rectified in this somewhat augmented re-write. The immediate context was an emergency LSB meeting to replace a prominent breaker, Jim Osborne, who resigned as a listener-delegate, & so as a Pacifica director, a few days before, on Th9Sep. He, like most of the breaker delegates Pacifica-wide, had withdrawn from most of the meetings since the referenda results, M12July – no doubt working on getting the breaker vote out in the current LSB delegate elections . . . mixed in with spending more time with the next group writing another parachute, a new constitution for Pacifica, benignly termed, in Pacificese, a set of proposed by-law amendments.
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It was noticeable that not one director candidate (nor anyone in the earlier public comment) stressed that what Pacifica needs today are plans & their execution. In other words, (1) Executive Director Lydia Brazon has been derelict in not producing plans, and (2) the directors constituting the National Board have been derelict in the legal sense (as they’re the carers of the charity’s assets) in not ensuring that ED Brazon has both produced plans & executed them.
Plans have to be of different durations: one, three, & five years. Today there are five most urgent plans: one for Pacifica as a whole; a plan addressing the $3.165m due to FJC by 30Oct2022 (especially given that FJC only allow a loan to last five years, so to 1Apr2023); a financial plan to eliminate losses at KPFK; ditto one for KPFT; ditto one for WBAI.
This will necessarily mean a planned transfer of Pacifica’s fundraising proceeds from KPFA to allow all Pacifica stations to have a station manager & enough staff to adequately do the work of station development & growth, so focusing on programming, outreach, fundraising, & business. This is the minimum perpetual station staff complement of any functioning radio network – Pacifica cannot be reduced to an aggregation of stations, of fiefdoms.
The directors need to take control, making the ED (& the Chief Financial Officer) their instrument; likewise, the ED needs to ensure that the five station managers implement her plans. Both relationships are required to allow the testing of ideas for Pacifica’s development & growth, concretised in plans that are democratically adopted & made public. It’s also one way that Pacifica member decision-makers, & senior employees & contractors, can be made accountable to the members & listeners, those who either elect them or pay their wages. This is all basic. One may call this rational arrangement democratic centralism.
But can the political conditions be created for this? – not least because the breaker momentum is likely to result in them controlling from Jan2022 the PNB & three local station boards, allowing them to ram thru all the by-law amendments they want that don’t need a national membership vote; plus them creating a 23rd at-large director; plus a PNB-directed ED taking over any of KPFK, KPFT, & WBAI as emergency austerity operations.
Without comprehensive public statements (that is, policies) of what the directors want to achieve, & so what the ED has to plan & execute, (1) the directors & the ED are largely unaccountable for their acts of commission & omission, & (2) the intent of all concerned isn’t transparent. That’s why these plans have to be made public.
Instead, what we have is firefighting: living at the level of events, not structures. Choosing not to develop a vision, choosing not to exercise foresight. Refusing to make the necessaryhard decisions. Objectively, the anti-breakers function as breakers, jeopardising both individual stations & Pacifica as a network.
Deficiencies & absences. Helping to explain why Pacifica is largely run not as a public charity but as a private club.
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[This would have taken 3¾mins to read; so ~30secs a para.]
KPFT’s broadcast licence was due to expire Su1Aug – but you wouldn’t know it if you relied on the local management & Executive Director Lydia Brazon. Ditto the Local Station Board & the Pacifica National Board. No-one thought the members, listeners, & staff deserved to know. No-one thought they deserved to be reassured that all was in hand, that the application had been submitted on date X & a decision was expected by date Y. But communication & courtesy are skilled accomplishments, an achievement, even for those who think they’re professionals. But those running PacificaWorld are those running PacificaWorld.
Hence the post here on 13July, ‘Three station FCC licences expire this year: KPFT 1Aug, KPFA 1Dec, KPFK 1Dec’. It was welcomed in Houston, because even delegates on PNB cttees were unaware of the upcoming expiration.
Today, the public file of KPFT on the Federal Communications Commission website bore good news: “[t]his is to notify you that your Application for Renewal of License 0000142229, was granted on 07/22/2021 for a term expiring on 08/01/2029.” – https://publicfiles.fcc.gov/fm-profile/kpft.
[This post will be written up properly by Su25July. The audiofile of the Tu20July mtg., 57mins (apologies, as the recording starts with the end of agenda approval): audible & downloadable athttps://mega.nz/file/JBlAmKYI#mPcRo4UMezIDyhdCbzdQ_AHsjPuNB82n0VMEUrJpBkE. Because Jorge Diaz, principal auditor of Rogers & Company, goes thru the FY2020 auditor’s report, citing page numbers, one can use the withdrawn draft, viewable & downloadable athttps://mega.nz/file/gc9h3SDQ#SG2SVOaJaniikB8-1oWcohAcp6KZVfd36dsLK4uYBsA. At the meeting, Chair ‘hapless’ Eileen missed an opportunity to partially redeem herself, forgetting to ask the Cttee if it wanted to carry out one of its crucial legal duties, so instead it passed the Cttee by, like a ship in the night: no motion was moved for the Cttee to accept the auditor’s report, as required by CA Government Code § 12586(e)(2). Oh.]
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For the FY2019 audit, the auditors never appeared publicly, in front of either the PNB Audit Cttee or the Pacifica National Board. Their last time in the limelight was Th16July2020, at the PNB (TS). Name. They also turned up x days before, at the Audit Cttee (TS). LINKS
The FY2020 auditor’s report filing with the CA AG fiasco …
What underlies all this is the cosy relationship PNB Audit Cttee Chair Eileen Rosin has developed with Pacifica’s bookkeeper & accountant, NETA, & with a NETA principal, Anita Sims, who is also Pacifica’s CFO. A consequence of this is that the PNB Audit Cttee has failed to maintain its strict independence from management, as required by both the established norms governing an audit cttee’s actions, & the California Government Code. LINK to the §, & to the audit cttee guides from KPMG et al. https://mega.nz/folder/Vd82AKJK#-i5tz0eVe5ejeWKSK8vR9w (& https://pacificaradiowatch.home.blog/auditor-s-reports/the-auditor-speaks-audiofiles-2004-present/)
Chair Eileen Rosin apologising to Cttee peeps for preventing them doing their legal duty – and explaining why she chose to do this
By the California Government Code, a charity corporation with Pacifica’s turnover has to have an audit cttee that has to … . LINK The Cttee has done none of this. Chair Eileen Rosin (WPFW listener-delegate) is responsible for this. She needs to make two apologies: for preventing the Cttee doing its work; & for causing Pacifica to break state law. But don’t expect any Cttee member to ask for these two apologies – and to ask her to explain why both deficiencies arose. For that, this public charity needs a culture of accountability – this it patently lacks.
Pensions audit fiasco
The latest publicly available info is that the last pensions audits attempted were XX. One needs to say attempted coz with them not being publicly available one can’t assume they were completed. Big difference. No-one has ever remarked on what the auditor’s opinion has been over the years – just the uninformed, commonplace, ‘the audit’s done’. For all anyone knows, maybe for years they’ve been issuing a disclaimer of opinion, even an adverse opinion. We simply don’t know – partly because all the pensions auditor’s reports are kept secret, & especially because no Audit Cttee member or director bothers to ask in a public meeting.
Liquidity gibberish
No-one noticed this, either on the PNB Audit Cttee or the PNB:
FY2020 (dated 30June2021, & never filed with the CA AG), Notes 4 & 5: p. 14; p. 16 of the PDF … $129 823 magically becomes $218 023
The gibberish: “[f]inancial assets that are available for general expenditures within one year of the statements of financial position date” (emphases added) – so necessarily excluding “[c]ontributions receivable” that are “[d]ue in one to five years”. Yet Rogers include this amount as available “within one year”. But as ED Lydia says, in Kurtian fashion, there you go.
And what’s Pacifica’s liquidity policy? “The Foundation strives to maintain liquid financial assets sufficient to cover 90 days of general expenditures” (FY2019 a’s r, p. 14; p. 16 of the PDF). Seems harmless, but what does it mean, what does it add up to? The 90 days is ~$11.868m ÷ 4 ≃ $3m (ditto – loc. cit. in Academese, loco citato, the same passage). And the corrected figure for the coming year’s available liquid assets is $89 678, not the stated $354 278 (sic); & assuming the $32 651 contributions receivable come in at a uniform rate, the 90-days total figure is ~$22 420 – stacked up against the $3m, that’s <0.75% (sic) of what’s required per policy, just 1-in-133. That’s the picture of a financially troubled public charity.
Covenant gibberish
No-one noticed this either:
ss of “Bequests received by the Foundation beyond April 19, 2021 are subject to additional interest charged by the lender to varying percentages depending on the direction and restriction of the gift (0% if restricted, 50% if a general, unrestricted gift and 30% if directed to a particular station).”
. . . cap . . .
FY2019: Note 7, p. 16; p. 18 of the PDF
FY2020 (dated 30June2021, & never filed with the CA AG), Note 7: p. 16; p. 18 of the PDF
The gibberish: “[b]equests received by the Foundation beyond April 19, 2021 are subject to additional interest charged by the lender” – the Foundation for the Jewish Community, operating as FJC, is charging interest on a particular kind of income received by Pacifica?
Net current liabilities concealment
The last time net current liabilities were disclosed in an auditor’s report was FY2016 (p. 2; p. 5 of the PDF) – https://pacifica.org/finance/audit_2016.pdf. That was the last audit done by Regalia & Associates. Once Rogers & Company came in, things changed: net current liabilities weren’t disclosed – neither on the balance sheet nor in an accompanying note. Even if Rogers gave no disclosure in the report they presented to the PNB Audit Cttee, the Cttee, & indeed the PNB, could have asked for a change. If it valued financial transparency, facing reality, it would have.
But there’s an external reason too. Disclosure is desirable for a financially troubled public charity like Pacifica because any possible grantor, for example, will simply apply the g-dhead of accountancy, auditing, & risk assessment, namely, prudence, & in erring on the side of caution they’re more likely to overestimate Pacifica’s net current liabilities. Concealment is counter-productive.
Having net current assets is also known as being liquid, having liquidity. Contra the common misconception, liquidity is a difference, not a term: having lots of cash doesn’t necessarily mean the organisation has liquidity. Furthermore, liquidity is not just a positive difference but a time-specific one: having more assets available to be used up in the next accounting period, usually a year, than the liabilities falling due in that period. Hence the talk of ‘current’. And the size of liquidity is the excess of current assets over current liabilities, the difference.
By contrast, Pacifica has a negative difference: for over 11yrs, being illiquid, having illiquidity. That’s why its CFO is actually the JIC, the Juggler-in-Chief, with an able team of five station managers who double up as MMJ’s, Mini-Me Jugglers. ¡¡¡Presente!!!, shouts Lawrence from the seats up with the g-ds.
So the $3.165m owed to the Foundation for the Jewish Community, operating as FJC, becomes a current liability in 3mths’ time, on 31Oct2021, because contractually Pacifica has agreed to pay that debt by 30Oct2022 (FY2019 auditor’s report, p. 15; p. 17 of the PDF – https://pacifica.org/finance/audit_2019.pdf).
A motion to remove Chair Eileen Rosin for dereliction of duty
. . . Maybe the Cttee peeps don’t realise the legal duties they acquired, maybe they just wanted to be on the Cttee. Maybe they don’t care if they break California law – I mean, it’s hardly the first time, & who’s going to do anything, this is PacificaWorld, right, it’s not RealWorld, is it?
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The questions that need to be asked of Chair Rosin, the Rogers’ auditor, CFO Sims, ED Brazon, & all the directors
• re an alleged extension of the 30June2021 deadline for filing the audited financial statements (& accompanying notes) with the CA AG, why has no-one cited a letter from the AG granting such an extension?
• raising the question, why has no Pacifica director or other LSB delegate even thought to insist on seeing the supporting evidence for the assertion?
• indeed, correlatively, why is Pacifica’s alleged request for an extension not in the public record of the AG, the Registry of Charitable Trusts, in the section named, surprise, surprise, Filings & Correspondence?
• &, surprise, surprise, why is there no AG extension letter in the Registry?
• why have all concerned consistently spoken of the auditor’s report being completed, & never of its filing – which is the actual nature of the task in hand? Yet again, words are shown to matter.
• what is the claimed sequence of events:
when did Pacifica request an extension for filing the FY2020 auditor’s report?
who submitted it – the CFO, the ED?
how did the CFO & ED find out that an extension is possible, not least because the AG’s own webpage says, unambiguously, “[Q:] Does the extension for filing IRS Form 990 also apply to the completion date for the audit? [A:] No. The statute does not provide for an extension of time.” (emphases added – https://oag.ca.gov/charities/laws#collapseFAQs8)?
(This fact is consistent with what the law says, it ascribingno discretionary power to the AG or anyone else: “[t]he audited financial statements shall be available for inspection by the Attorney General and by members of the public no later than nine months after the close of the fiscal year to which the statements relate” (emphases added), CA Government Code § 12586(e)(1), so for Pacifica this is 30June, given its 30Sep year-end.)
when did the AG grant their extension?
when was this received by Pacifica?
by whom?
when did each of the ED & CFO learn of the AG’s decision?
So many questions – but they all need answering if this public charity, with a membership of c. 42 500, is to earn a reputation for both transparency & holding office-bearers to account for their acts of both commission & omission.
• (But let’s be honest, there is no extension correspondence, is there? As quoted above, the law gives no discretionary power to the AG, or to anyone else, neither CA’s governor nor any former AG, even if they now happen to be the current vice-president of the GOC, G-d’s Own Country.)
• [UPDATE: re the important revision of the pensions liability estimate, what is the sequence of events, not least what newevidence turned up after W30June, & when? who discovered it? how quickly did Rogers & Co. change their mind on the estimate? Also, when did ED Brazon instruct what she called “the non-profits lawyer” to halt their review of the FY2020 auditor’s report they had received on Deadline Day at 6.30pm EDT from CFO Sims herself (her report to the Tu13July2021 PNB Finance Cttee, 56:46 – https://kpftx.org/archives/pnb/finance/210713/finance210713a.mp3; & (approved?) minutes, unpaginated but p. 2 of the PDF – https://kpftx.org/archives/pnb/finance/210713/finance210713_7122_minutes.pdf)? 7.30pm? 8.30pm? 9.30pm? If it wasn’t because of the pensions matter, what was the reason? Also, why would a lawyer – any lawyer – be paid to look at an auditor’s report, to what purpose? what expertise could they provide? And this from a lawyer who is only “licensed to practice law in both Pennsylvania and Florida”, so neither in California nor in Washington, DC where lives the Corporation for Public Broadcasting – https://www.lawyers4nonprofits.org/team. This is all a crock, yes?
The lawyer: turns out it’s Jeff, Jeff the Brief, trading as Lawyers for Nonprofits – proudly denoted in its logo emblazoned across the masthead of its homepage, & then twice again, as “VIRTUAL LAW OFFICE”: https://www.lawyers4nonprofits.org/. So, Jeff, maybe working out of Mom’s basement. Jeff, apparently scrutinising an already done-‘n’-dusted auditor’s report – what for? Spelling errors? arithmetical errors? typos? formatting inconsistencies? Maybe a director, this side of the Styx, will ask ED Brazon what expertise Jeff, uniquely Jeff, brings to ‘the Pacifica family’.
Lawyers for Nonprofits: well, not so much ‘lawyers’ as Jeff, witness the ‘Our Team’ tab mentioning … only Jeff. Just Jeff. So, Jeff for Nonprofits. But Jeff Fromknecht is a busy guy. The bottom of each webpage says, “Lawyers for Nonprofits is a project of Side Project Inc., a 501(c)(3) public charity”. “Project”? The ‘About’ tab adds nothing, but money often talks, & the ‘Get Involved’ page, alongside more caps, “DONATE”, is more literal: “Side Project, Inc, [is] a 501(c)(3) public charity that operates Lawyers for Nonprofits”. Finally a verb, not a noun. Disclosure of a control structure. And surprise, surprise, who’s their CEO & Managing Attorney? Yup. With another Fromknecht, young Daniel, being a director – Side Project, Inc.’s website, https://www.dosomeorganizing.org/officers-and-board. Indeed: ‘do some organizing’. Charity, literally, starts at home.
Why is it that the sellers of specialist services to The Liberal Conscience of the Nation, non-profits, never themselves end up in North Kennedy Tract, or the Fashion District, or Far North, or Brentwood, or Hunts Point?
•••• ••••• •••••
~~~
The basics
• another disclaimer of opinion, the 4th (FY, ). Paying auditors so that they find themselves forced to say ‘materially’;
• another going concern warning, the 7th (FY, );
•
• unaudited net loss of ~$1.060m ($893 363 per NETA-prepared management accounts + ~$170k depreciation (the unaudited FY2019 charge was $188 398 – p. 6))
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 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?
[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.
[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]
A digression worth making: today Chris Cory was added to the 2021 KPFA LSB nomination list. “Interesting”, as the man himself would say. Moreover, as a staff-member. (When he was elected in 2018 it was as a listener-member; the five who then ran as staff were the successful Sabrina ‘if you think I’m obnoxious, just wait untiI I bother to try’ Jacobs, Tim Lynch, Frank Sterling, & the unsuccessful Philip ‘I’m so sly you may even start off liking me’ Maldari & Darlene ‘there’s more to me than sadomasochism & black lesbians’ Pagano.) Re C ‘Pharaoh’ C’s biography, in Pacifica has that ever happened before, peeps getting onto the LSB, then getting a show? I wonderwheel . . .
Also making a return is Sherry ‘Donny is abrasive, I prefer the scalpel’ Gendelman: the breakers are continuing their Eurocommunist interpretation of Gramsci, working in & against the state, the state not of Denmark but of PacificaWorld.
~
Applications all on schedule?
Raises the question, what’s in these three preparation schedules? Where are the links, so Pacifica management can be transparent in their work, & that they, & the directors, can be held accountable for their acts, of both commission & omission?
Why have the 2021 licence applications, especially for KPFT, not been mentioned in any Pacifica meeting, those either open to the public or with an audiofile in the Pacifica meetings archive?
Bit of a prob at KPFT, praps, coz the station manager, David Baes, finishes work this Thursday. But then, it’s only some government rule – why would they mess with Pacifica? Rules are for other peeps, right?
Tomorrow is the KPFT Local Station Board. Nominally starts at 8pm EDT. It’s expected that the proposed agenda has 30mins public comment from 9pm EDT (the jargon is ‘at time certain’). Will anyone ask about the licence renewal application? Will it rise up the agenda above the items most amenable to point-scoring? Find out, joining by either phone or Zoom.
PacificaWatch 