* Recently, people have been asking me "what is going on with Pacifica" and
"is there anything which can be done about it?" So I thought that I would
take this opportunity to let those who are interested know. *

*​I apologize for such a long letter, but as Mark Twain said, I didn't have
time to make it shorter.​*

*(If you think that you are or may be a member of KPFK, please let me know,
by replying to this email, since we will want to be assured that people get
their ballots, if they are actually sent out.*
*​ (If you already notified me, responding to the last email, that is
sufficient).​*
​First: Election Issues--are you eligible to vote?

A number of people responded to my last email, with a number of questions
regarding the elections, so I am responding to those questions here, since
lots of people will have the same questions:​

*​The "Date of Record", the date on which you need to have been a member
to vote in this election is ​​ August 17, 2015. ​*
*​So if you weren't a member by Augut 17th, you won't be able to vote in
this election (should it actually happen). But we do encourage you to
become a member ($25/person) and you will be able to vote in future
elections (& maybe even this one, in case it is postponed again).​*
*​ You may donate online by clicking here
<http://kpfk.org/pledge/KPFK_PayPal_Gateway.html>​*
*​,​*

*​If you are not sure whether you are a member or not, call "Cookie" at
KPFK, she is the Local Election Supervisor (LES) and discuss the matter
with her. Call (818) 985-2711

*KPFK LES <KPFK-les@pacifica.org <KPFK-les@pacifica.org>>, Joy Williams -
National Election Supervisor 2015 <nes@pacifica.org <nes@pacifica.org>> &
please send a cc to me--JanJerry2@gmail.com <JanJerry2@gmail.com>, with the
heading: Pacifica Membership Issues*

*If you donated $50 or more, than you and your partner are each entitled to
vote. You should immediately call and write and ask for two ballots.(cc me
on that also, same heading Pacifica membership issues.*
If you would be willing to get involved in any way in supporting KPFK and
our station staff either by helping organize listener support, going to a
meeting or demonstration, being involved in legal actions, in case more
actions are necessary, or whatever, please let me know.

A QUIET COUP

*Essentially, a quiet coup has taken place at Pacifica, and the results are
disastrous. The Board of Directors of Pacifica is in the process of
fundamentally changing the nature of our station and our network. It is on
the brink of bankruptcy, and which is the moving force, the intent to
change it, or the financial issues is not clear. But you should know that
Pacifica has now lost 2 years of Corporation for Public Broadcasting (CPB)
funding, in the amount of $2 million, due to Pacifica's accounting records
being in such disarray. *

*As part of this coup, A new manager, of KPFK has been appointed: Leslie
Radford. She has fired key staff people, including our webmaster, Ali
Lexa, All but one of the full time staffers have been put on 1/2 time,
including the engineers and people who keep the station going-- and the
atmosphere in the station is deadly. *

*The staff at KPFK are devastated and totally demoralized, not only by the
firings and pay cuts but by the attitude and actions of Radford. ​*

* Those who are left see the handwriting on the wall and unfortunately for
us, many are looking for positions elsewhere. I got a call from a key
volunteer programmer today, who said that she couldn't stand it, and was
contemplating quitting. And Beto Arcos and others quit this week.*

*It is a pretty horrible state of affairs, and those who know about it have
been tearing their hair out, trying to figure out how to steer our network
away from the brink.*
*IS DEMOCRACY KILLING PACIFICA?*

​​Recently, there have been people, among them good friends of mine, who
have been indicating that they think that one of the big problems with KPFK
and Pacifica is democracy-- that the fact that members of Pacifica get to
vote, albeit indirectly, on who sits on the Board of Directors of Pacifica
is the problem. The problem, as I see it is just the reverse. THE PROBLEM
IS THE LACK OF DEMOCRACY, THE LACK OF BYLAW MANDATED ELECTIONS at
Pacifica.

*HOW DID THE COUP TAKE PLACE?*

According to its Bylaws, Pacifica is supposed to have elections every 2 out
of 3 years, but Pacifica has cancelled the elections which should have
taken place in 2013 and 2014. Thus the terms of more than half of the
people sitting on the National Board have expired, and within 80 days, all
of their terms will have expired.

And now, Pacifica has cancelled or postponed the election scheduled to
have taken place in this month (September, 2015).

1. In the KPFK Signal Area/Los Angeles, the failure to hold
elections is even more grievous: In the 2012 delegate election in the KPFK
Station area, the number of votes did not reach quorum.

a. The Pacifica Bylaws state that when elections do not reach quorum in
any of the 5 Local Station Board elections, the delegates who are then
seated on the LSB, whose election failed to reach quorum remain delegates
until the next “regularly scheduled election” (Bylaws, Article 4 Section
5)—which should have been 2013 (at which point all of the delegate
positions would have been open, since the last election had taken place in
2010). However, despite the Bylaws mandating elections every 2 out of 3
years, regular elections were not held in 2013, nor 2014 (nor any elections
at all). Thus, in Los Angeles no successful election has taken place for
five years --since 2010--thus, everyone seated on the KPFK Local Station
Board is sitting in an expired seat, since the term of each seat is only 3
years-- which could be extended by one year, if an election didn't reach
quorum.

2. By failing to hold elections, and/or postponing elections,
members of the Pacifica National Board *de facto* have extended their own
terms in office and their seats on the National Board, keeping themselves
in control of Pacifica, as a result.

3. *Within 80 days, each and every Delegate of every board in
Pacifica, including the Pacifica National Board will have exceeded their
term if a new election is not held.*

* Luckily, The California legislature recognized the importance of the
democratic process in the organization and management of Nonprofit
corporations when it enacted Sec. 5617 of the Corporations Code, which
specifically gives the court the ability to order that new elections take
place, and to determine, among other things, the persons entitled to the
office of director, etc. The Pacifica Foundation (“Pacifica”) is such a
non-profit organization. I have pasted the statute below, just in case
you want to look at it.*

AN IMMEDIATE ELECTION IS BEST
BUT WE ARE PREPARED, TO HAVE A JUDGE ENFORCE OUR RIGHT TO ELECTIONS

A collective of Lawyers and other supporters have become involved in trying
to make the democratic process work for Pacifica. We feel that the fastest
, least expensive way to turn this ship around is to follow our bylaws
which would allow us to *elect* new, responsible leadership. When it was
announced that the elections, planned for September had been "postponed"
but no new date for ballots to be sent out had been set, we sent a letter
to Pacifica demanding that a date be set. Shortly thereafter, a date was
set. As recently as a few days ago, there was discussion on the National
Elections Committee about whether there was enough money to pay the $25,000
deposit needed to get the ballots sent out. If Pacifica didn't have an
income of of more than $12,000,000/year (yes, $12 million), such a search
for 2% of its income wouldn't be so maddening. We are really hoping that
they find the funds to pay the deposit so the election will happen
​ WITHOUT FURTHER DELAY. ​

But, for some reason, we don't have a lot of confidence that the deposit
will be made and that the election will actually take place. So, we have
prepared a set of legal papers, on behalf of KPFK members requesting that a
judge order that the Board follow the Bylaws and set an election.

We will also be asking the judge to
​​
determine* if the people who are now sitting in expired seats should be
removed,* THAT WOULD INCLUDE ALL OF THE KPFK Local Station Board, and our
four representatives on the National Board, since the statute provides
that the court "may determine the person entitled to the office of director."

Jan

The statute is set out below.

*California Corporations Code - CORP*
*TITLE 1. CORPORATIONS [100 - 14631]** ( Title 1 enacted by Stats. 1947,
Ch. 1038. )*

*DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841]** ( Heading of
Division 2 amended by Stats. 1978, Ch. 567. )*

*PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS [5110 - 6910]** ( Part 2
added by Stats. 1978, Ch. 567. )*

*CHAPTER 6. Voting of Memberships [5610 - 5617]** ( Chapter 6 added by
Stats. 1978, Ch. 567. )*

*5617. *

(a) Upon the filing of an action therefor by any director or member, or by
any person who had the right to vote in the election at issue, the superior
court of the proper county shall determine the validity of any election or
appointment of any director of any corporation.

(b) Any person bringing an action under this section shall give notice of
the action to the Attorney General, who may intervene.

(c) Upon the filing of the complaint, and before any further proceedings
are had, the court shall enter an order fixing a date for the hearing,
which shall be within five days unless for good cause shown a later date is
fixed, and requiring notice of the date for the hearing and a copy of the
complaint to be served upon the corporation and upon the person whose
purported election or appointment is questioned and upon any person (other
than the plaintiff) whom the plaintiff alleges to have been elected or
appointed, in the manner in which a summons is required to be served, or,
if the court so directs, by registered mail; and the court may make such
further requirements as to notice as appear to be proper under the
circumstances.

(d) The court, consistent with the provisions of this part and in
conformity with the articles and bylaws to the extent feasible, may
determine the person entitled to the office of director or may order a new
election to be held or appointment to be made, may determine the validity
of the issuance of memberships and the right of persons to vote and may
direct such other relief as may be just and proper.
*(Added by Stats. 1978, Ch. 567.)*

Jan Goodman