Pacifica IED and Counsel Dan Siegel Stop Inspections Of Pacifica-WBAI Records

The same thing goes on in all the grassroots efforts -- bizarre power and legal battles on the level of something one can only imagine involves infiltration. Based on history, they likely do. Sometimes it only takes one person to infiltrate to get a lot of other well intentioned people to do the wrong things and then wonder what the heck happened.

For example, on the teleconference call I have to be on once a month with the "grassroots" org I am in, the vitriol and filth is so intense that people describe it like a "river of sewage" running through the call. The problem is, the majority tolerate it. Not surprising that bizarre decisions also come from people sprewing vitriol and credentials at every turn.

If you can establish a VERY BASIC BOTTOMLINE for intolerable behaviors, a lot of the disruptors can be exposed. Then the next level is left, the ones who act as caring mediators, the best friend of everyone, etc. That's more difficult. What helps is for a larger body of people involved -- too large to all be infiltrators -- are looking in on the process for some transparency because people get it when stuff is going wrong, and they won't tolerate it.

Like posting here to Indymedia. This is stuff that the listeners need to know.

Thanks.

Folks, this struggle for transparency has gone on for several years. I have attached a detailed legal brief that I did for La Varn Williams in the last round of this struggle. She made it public shortly after I sent it to her. She gave it out to the PNB back in 2005. Many that are on the PNB and supporting Dan S's wrongful conduct have known the law on this issue for 2+ years.

The reason for the focus on personnel and legal files at the end came about from their granting financial inspections while taking the position that personnel and legal files were off limits to Directors. The then IED, Ambrose Lane, cited some cases in support of their position, cases that didn't actually support personnel and legal files being off limits to Directors. I believe that the law allows Directors to review all documents except perhaps a legal file on a case where they are suing the corporation. As you will see the right to inspect is totally wrapped up in the Directors duty to supervise the Foundation and protect it from theft or misdeeds. This paper also includes some of the political history and the relationship of the Directors and the ED to the corporation.

It is the same basic groups, then and now, that are ignoring the law and supporting violations of our Bylaws and basic principles of transparency. JUC at WBAI and the other groups that collude to continue the "Confederate Stations of Pacifica", no central authority to enforce the law and Bylaws, which allows the tyranny of the majority of local LSBs to run roughshod over the Bylaws, State law and general principles of transparency and accountability. That includes the CL/Dismantlers at KPFA, the WPFW folks and some at each of the other stations.

Some of you may have already seen this. Sorry for the repeat. I am sending it out to help educate people as to the law on this issue that certain EDs and IEDs think they can ignore while helping their support groups. You may circulate as you like. Any questions send to me and I will try to answer them.

FYI, the last major inspection of WBAI and the National office records on WBAI disclosed that $65,000 worth of purchases by WBAI/Pacifica had gone astray.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>

July 7, 2005


La Varn Williams
Director, Pacifica Foundation
KPFA Berkeley, CA


Re: Analysis of Directors’ Inspection Rights Under California Law And Pacifica Bylaws
With a Brief History of the Dispute.

Dear La Varn:

Here is the legal analysis you requested. I hope this will reduce the confusion, real or simulated, over this rather commonplace corporate activity. You may retain this as an attorney-client privileged communication or you may share it as you choose. The privilege is yours to do with as you please. Once you share it with someone outside of a professional that you are working on this issue with or a potential co-petitioner you have waived the privilege. I see nothing in this paper that shouldn’t be shared if you so desire.

To have a full understanding of our subject we must understand the context within which it will occur. Pacifica Foundation is a California Non-Profit Public Benefit Corporation. Its Bylaws and California law, generally found in the California Corporations Code, govern it. All code sections cited will be to this code unless otherwise stated.

The Board of Directors is described in Article Five of the Bylaws. Section D makes it clear that the Foundation is governed by the Board of Directors and they are required to uphold the Bylaws

D. GENERAL POWER AND AUTHORITY

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members or Delegates of the Foundation, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

The Board’s specific responsibilities are stated in Section E.

E. SPECIFIC POWERS AND DUTIES

Without prejudice to the general power of the Board set forth above in Section 1D of this Article of these Bylaws, and subject to any limitations set forth in these Bylaws, the ongoing duties and powers of the Board shall include, but not be limited to:

(1)Ensuring and facilitating fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation;
(2)Ensuring compliance with applicable state and federal laws;
(3)Ensuring the financial health of the Foundation by adopting and monitoring an annual budget and overseeing an independent annual audit of the Foundation's books and accounts;
(4)Ensuring regular communication with the Members;

(5)Appointing, supervising and discharging the Foundation's Executive Director, Chief Financial Officer and all Foundation officers, prescribing powers and duties for them as are consistent with the law and these Bylaws, and setting salaries and wages;

(6)Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;

(7)Meeting at such regular times and places as required by these Bylaws and meeting at such other times as may be necessary in order to carry out the duties of the Board;

(8)Registering their addresses, telephone numbers, facsimile telephone numbers and email addresses with the Foundation's Secretary. Notices of meetings mailed, transmitted by telecopier or facsimile, or emailed to them at such addresses shall be deemed valid notices thereof.

A Director’s responsibilities are also defined under California Statutory Law, section 5231:

(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. (Emphasis added).

California case law also speaks to a director’s fiduciary duty:

Directors may not abdicate their authority by delegating their powers of management of the corporation to other persons (Dyer Bros. etc. Iron Works v. Central Iron Works, 182 Cal. 588 [189 P. 445]), and cannot divorce the responsibilities of their office from the duties prescribed by statute (Minton v. Cavaney, 56 Cal.2d 576, 580 [15 Cal.Rptr. 641, 364 P.2d 473]). … Section 820 of the Corporations Code provides that directors and officers must exercise their powers in good faith and with a view to the interests of the corporation. They occupy a fiduciary relationship to the corporation and are bound to exercise that degree of care that men of common prudence take of their own concerns (Sheppard v. Wilcox, 210 Cal.App.2d 53 [26 Cal.Rptr. 412]). Thus, directors cannot close their eyes to what is going on about them in the conduct of the business of the corporation.

National Auto. & Cas. Ins. Co. v. Payne 261 Cal.App.2d 403, *412 -413 (Cal.App.1.Dist.,1968)

Given that Directors have complete responsibility for the “activities and affairs” of their corporation and a duty to make reasonable inquiry, the California Legislature enacted section 6334 to facilitate a Director’s ability to fulfill her/his fiduciary duty. By now everyone should be familiar with section 6334, which states:

"Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director. "

(Similar language is found in the Bylaws at Article 12, Section 3).
California case law also supports a broad application of this statute. Section 1602 is the general corporation equivalent of 6334.

The directors of a corporation owe a fiduciary duty to the corporation and its shareholders. (Hartman v. Hollingsworth (1967) 255 Cal.App.2d 579, 581-582 [63 Cal.Rptr. 563].) Section 1602 represents a legislative judgment that directors are better able to discharge those duties if they have free access to information concerning the corporation. Thus, California has a public policy favoring broad inspection rights for the directors. … We may not ignore that declaration of public policy. Havlicek v. Coast-to-Coast Analytical Services, Inc. 39 Cal.App.4th 1844, *1852 (Cal.App.2.Dist.,1995)

The issue in controversy is how do we interpret this code section. The language seems clear and given a Director’s fiduciary duty, quite appropriate. There have been various opinions and some posturing on this issue which includes citing cases incorrectly and/or incompletely. There has also been abject denial of director’s inspection rights in some quarters. Hopefully we can resolve the issues, eliminate the posturing, and facilitate a director’s ability to fulfill his/her fiduciary duty without having to seek court intervention. Unfortunately, way too much Foundation money has been spent on legal issues in the last few years.

Most of it was a complete waste due to the hijackers. Some of it is the responsibility of recent former management that was out of step with the reality of who runs the Foundation and some board members that allowed this to happen. It appears that the inspection rights dispute has been the observable focal point of a struggle by a former Executive Director to control the Foundation as opposed to implementing the will of the board. Hopefully with his departure the Foundation will be able to get governance in proper perspective.
Article Nine, Section 7 of the Bylaws defines the Executive Director’s role in the running of the Foundation. It makes it clear that the Executive Director works for the Board.

A. The President of the Foundation shall be referred to as the "Executive Director." The Executive Director shall be the general manager, chief executive officer and chief administrator of the Foundation. S/he shall be selected, supervised and discharged by the Board. In addition, his/her performance will also be subject to annual evaluation by each LSB, which may make recommendations to the Board.

B. Subject to the control of the Board, the Executive Director shall have general supervision, direction and control of the business and the officers of the Foundation and the primary responsibility for implementing the directives, decisions and policies of the Foundation and the Board pertaining to administration, personnel, programming, financing and public relations. The Executive Director shall generally promote, coordinate and supervise the mission of the Foundation and shall have such powers and perform such duties as may be delegated or assigned to him/her by the Board. (Emphasis added)

In April of 2004, in response to some struggle over Director’s inspection rights, Attorney Kevin Finck produced an opinion paper at the Executive Director’s request. It was discussed at the April 28, 2004 public Board Meeting. Finck’s report made it clear that the Foundation could set up procedures for inspection but that if a Director ignored them and showed up to inspect that the staff could not refuse the inspection based on the failure to follow the procedures.

Directors are not required to state the purpose for their inspection. (Other sections of the code, 6333 and 9513 include “ reasonably related to such person’s interest” which the legislature left out of 6334 and 1602.) They do not have to give advance notice or a written demand before inspection. The report also pointed out that while there were potential exceptions to the “absolute” right to inspect there are very few. A director that announces that they are going to do something illegal with the information is the major exception. The report also emphasized the need to be careful with certain categories of information that must be kept confidential since a director and the Foundation may be sued for disclosure of confidential information. These included personnel information of current or former employees, information regarding pending or threatened litigation, donor information and proprietary information such as ratings etc.

Disregarding this detailed and expensive legal opinion the Executive Director refused to allow an inspection at WBAI on March 31, 2005 stating that he needed a legal and policy review with the Board. Despite the fact that they are not required to give notice and state what they want to inspect, Directors La Varn Williams and Patty Heffley courteously gave a weeks notice stating some of the document categories they wanted to inspect. The refusal was particularly burdensome to Director Williams since she was in New York for a short time for the Board meeting. Directors Williams and Heffley notified the Board and the Executive Director, the weekend after the first refusal, that they would be inspecting WBAI on Monday April 4, 2005 before Director Williams left to return to California. Again the Executive Director denied them their right to inspect.
During the April board meeting the issue was discussed and an executive session was planned to deal with the inspection requests that had been denied.

The Executive Director raised the question of should Directors Williams and Heffley be allowed in the executive session since they appeared to have an adverse position with the Foundation given that they were considering seeking a court order to be allowed to inspect. I pointed out to several directors that the Executive Director had an adverse position with the Bylaws and California Law. Directors Williams and Heffley were only seeking their inspection rights that he was denying them and that if they went to court it would only be for the court to order the Executive Director to let them inspect. Directors Heffley and Williams were allowed in the executive session. The Board did not order the Executive Director to let them inspect on April 4th and when they went they were denied again. At the April Board Meeting the Executive Director announced that he was resigning no later than June 1, 2005.

Their inspection request was sent to the Coordinating Committee for review. On or about April 11th I delivered a letter to the Executive Director advising him of my representation of Directors Williams and Heffley and that we would be going to court for relief if they we not allowed to inspect soon. No meeting was held until April 17th. At that meeting the Executive Director stated that he had just that day found a new attorney and wouldn’t have an opinion from him for a few days. The next Board meeting was on April 25, 2005. At that meeting there was discussion of director’s inspection and they voted 12 –3 with 2 abstentions to essentially tell the Executive Director to let directors inspect.

Inspection of WBAI was finally allowed in May. The directors and attorney Gail Blasie, were treated like strangers. They were refused access to some files and followed around by adverse directors. One of the “observers” was a director that voted NO on April 25th and another was a director that abstained on April 25th. There have been some negotiations on the denial of access to these files which included personnel files.

On June 8, 2005 La Varn Williams and myself, as agent for Patty Heffley, attempted to inspect the national office in Berkeley. We gave them two days notice. The Executive Director and Chief Financial Officer were present along with other staff and we were not allowed to do an inspection. The Executive Director said they were busy and we told him that we didn’t need any help, all we needed was a table to work on and to be shown where the files are located. We were still denied. I then called the President of a Trial Lawyers organization where I sit on the board and asked him if I could inspect the books and records. His response was “ When do you want to do it?” There was no hesitation or concern in his voice. What a contrast.

The former Executive Director finally left on June 17, 2005. Over the next weekend the Board met in Berkeley and picked Ambrose Lane as Acting Executive Director. Directors Williams and Heffley communicated with the Acting Executive Director that they were going to inspect on June 21, 2005. They were advised that we would be allowed to inspect. When Directors Williams and Heffley and I arrived on the morning of June 21st we were met by William Walker with a video camera. Walker is a staff elected director. He was one of the NO votes on April 25th. Several other people were there to “observe”. We were treated like strangers as in New York. Lonnie Hicks, Chief Financial Officer, was there to orchestrate the “inspection”. Without going into great detail we were not allowed to look at any files, despite continued requests. Copies of documents were given to us. We had not requested copies to avoid the time and expense.

We were advised that based on legal advice, new attorney more to their liking than Finck, we were not going to be allowed to inspect any personnel files or legal files. I protested and we were still told that we would not be allowed to see any files in those two categories. Apparently their new lawyer wanted all such files sent to him for review before any director would be allowed to inspect. More unnecessary legal expenses for Pacifica?

Two days later Directors Williams and Heffley with Max Blanchet, as agent for Director Wendy Schroell from KPFT, attempted another inspection at the national office. Again they were treated like strangers with several “observers” and in a limited fashion were allowed to see some files. Still no legal files except for legal bills with some areas redacted. The CFO reported as an “inspection” expense all the time of the “staff observers” and the copying of the items that was not requested. He is trying to build a case for the burdensome nature of the inspections. Most of that expense was generated by his activities to impede easy access to the files, not the directors desire to review some files.

Now we have the beginnings of staff cooperation with an activity that is allowed by the Bylaws and California law. This commonplace corporate procedure, for most other corporations, has taken hundreds of hours of directors and staff time and tens of thousands of dollars in legal advice which appears to have been directed toward thwarting inspections. Why? The most common question asked by Pacifica members when they hear of this waste of time and resources to stop inspections is “ What are they hiding?”

There appears to be three points that need to be resolved to avoid the lawsuits that many members are demanding, given the failure to allow complete inspections. 1. Treatment of directors during inspections, 2. Personnel files, 3. Legal files.
1. The directors are an integral part of the Foundation. They are hardly strangers. As pointed out above they are responsible for the Foundation. They hire and supervise the Executive Director and set the policies for the foundation that the Executive Director is to implement. So why has the national staff management treated the directors inspections as an invasion by some strangers? The directors are only fulfilling their fiduciary duty by reasonable inquiry as allowed and required by law. In a concurring opinion Justice Crosby spoke to this situation:

"…in light of a director's potential exposure, the denial of unconditional access to corporate books and records constitutes poor policy: well qualified individuals might decline to serve with something less than absolute inspection rights. (Cf. Gould v. American Hawaiian Steamship Company (D.Del. 1972) 351 F.Supp. 853, 859.)"

Chantiles v. Lake Forest II Master Homeowners Assn. 37 Cal.App.4th 914, *929 (Cal.App.4.Dist.,1995)

While there are some differences among directors and staff on how the Foundation should be run, with occasional accusations of improper behavior toward various directors, this cannot be a basis for refusing access to corporate documents.

Only the issues related to the prevention of a tort resulting from Saline's inspection of the documents-not the entirety of his conduct as a director-are relevant to the question of whether limiting Saline's access to corporate documents was appropriate.

Saline v. Superior Court 100 Cal.App.4th 909, *914 (Cal.App.4.Dist.,2002)

It is time for Pacifica to start acting like a mature organization and for the national staff to acknowledge and facilitate the rights of the directors to inspect as part of their fiduciary duty as specifically allowed under the Bylaws. It will save everyone time and keep the Foundation legal fees to a minimum. Especially if they want to attract well qualified individuals to serve on the Board.

2. Personnel files are generally considered confidential. The question is confidential to whom? Obviously confidential personnel information should not be disclosed to anyone outside of those that need to have access in the normal course of running the Foundation. There is no California case that says directors are not entitled to inspect personnel files. The Finck opinion said they must be handled with care and that directors would be individually liable for disclosure. How can one be liable for disclosure without access?

Those that argue that personnel files are off limits point to the case of Hill v. NCAA (1997) 7 Ca. 4th 1, for a privacy right that protects against invasions by private citizens as well as the state. They only look to the point that the California Supreme Court acknowledged that privacy right, but they ignore the conditions and qualifications that the Court included. When these are examined we see that this case does not support the refusal to allow directors to inspect personnel files. A look at the specific holdings in Hill v. NCAA will make this clear.
(1)A legally protected privacy interest
The first essential element of a state constitutional cause of action for invasion of privacy is the identification of a specific, legally protected privacy interest.
Hill v. National Collegiate Athletic Assn. 7 Cal.4th 1, *35 (Cal. 1994)

All reasonable people would concede that a personnel file represents a legally protected privacy interest. No argument here.
(2)Reasonable Expectation of Privacy
The second essential element of a state constitutional cause of action for invasion of privacy is a reasonable expectation of privacy on plaintiff's part.
"The extent of [a privacy] interest is not independent of the circumstances." (Plante v. Gonzalez, supra, 575 F.2d at p. 1135.) Even when a legally cognizable privacy interest is present, other factors may affect a person's reasonable expectation of privacy…. In addition, customs, practices, and physical settings surrounding particular activities may create or inhibit reasonable expectations of privacy. (See, e.g., Whalen, supra, 429 U.S. at p. 602 [51 L.Ed.2d at p. 75] [reporting of drug prescriptions to government was supported by established law and "not meaningfully distinguishable from a host of other unpleasant invasions of privacy that are associated with many facets of health care…A "reasonable" expectation of privacy is an objective entitlement founded on broadly based and widely accepted community norms. (See, e.g., Rest.2d Torts, supra, § 652D, com. c ["The protection afforded to the plaintiff's interest in his privacy must be relative to the customs of the time and place, to the occupation of the plaintiff and to the habits of his neighbors and fellow citizens."]

Finally, the presence or absence of opportunities to consent voluntarily to activities impacting privacy interests obviously affects the expectations of the participant. (See pt. 2(a)(1), ante.)
Hill v. National Collegiate Athletic Assn. 7 Cal.4th 1, *36 -37 (Cal. 1994)

For documents already in an employee’s personnel file there can only be a limited expectation of privacy. Documents will have already been seen by the person that filed them and the office manager that has reviewed them for what ever purpose they are in the file; such as a discipline write up, time cards, a medical excuse for missing work, or a letter of recommendation from a former employer, etc. Also future staff and or management may have to review them. The reasonable expectation of privacy that an employee may have is that the documents in his/her file will not be disclosed to anyone other than those in the company for good reason.

(3)Serious invasion of privacy interest
No community could function if every intrusion into the realm of private action, no matter how slight or trivial, gave rise to a cause of action for invasion of privacy. "Complete privacy does not exist in this world except in a desert, and anyone who is not a hermit must expect and endure the ordinary incidents of the community life of which he is a part." (Rest.2d Torts, supra, § 652D, com. c.) Actionable invasions of privacy must be sufficiently serious in their nature, scope, and actual or potential impact to constitute an egregious breach of the social norms underlying the privacy right. Thus, the extent and gravity of the invasion is an indispensable consideration in assessing an alleged invasion of privacy.

c. Defenses to a State Constitutional Privacy Cause of Action
Privacy concerns are not absolute; they must be balanced against other important interests. (Doyle v. State Bar, supra, 32 Cal.3d at p. 20; Wilkinson, supra, 215 Cal.App.3d at p. 1046.) "[N]ot every act which has some impact on personal privacy invokes the protections of [our Constitution] .... [A] court should not play the trump card of unconstitutionality to protect absolutely every assertion of individual privacy." (215 Cal.App.3d at p. 1046.)
The diverse and somewhat amorphous character of the privacy right necessarily requires that privacy interests be specifically identified and carefully compared with competing or countervailing privacy and nonprivacy interests in a "balancing test." The comparison and balancing of diverse interests is central to the privacy jurisprudence of both common and constitutional law. *38 Invasion of a privacy interest is not a violation of the state constitutional right to privacy if the invasion is justified by a competing interest. Legitimate interests derive from the legally authorized and socially beneficial activities of government and private entities. Their relative importance is determined by their proximity to the central functions of a particular public or private enterprise. Conduct alleged to be an invasion of privacy is to be evaluated based on the extent to which it furthers legitimate and important competing interests. … (Emphasis added.) Hill v. National Collegiate Athletic Assn. 7 Cal.4th 1, *37 -38 (Cal. 1994)

I am confident that a court would hold that inspection of a personnel file by a director would not constitute a serious invasion of privacy, if an invasion at all.

It is likely that a court would hold that an employee doesn’t have an expectation of privacy that would prohibit a director from fulfilling her/his fiduciary duty by inspecting a personnel file. As we have already discussed, a director is an integral part of the Foundation with fiduciary responsibilities mandated by the Bylaws and state law. Of course with this holding would be the understanding that the director must not disclose the information to anyone outside those that would have legal access to said information with civil liability attached for any improper disclosure.

If for some reason the court would hold that there was an expectation of privacy with regard to a director, I am positive that it would also hold that there was a sufficient competing interest to allow the directors inspection. Previously discussed Sections 5231 and 6334, “absolute right at any reasonable time to inspect,” and its replication in the Bylaws, would provide the legitimate and important competing interest. How is a director to be able to determine if management is handling personnel matters properly without the ability to review personnel files? The same caveat for improper disclosure would apply.

So unless someone thinks they can convince a Judge that a director is a stranger to the Foundation, that a confidential inspection by a director would constitute a serious violation of privacy, and directors have no important and competing interest under Sections 5231 and 6334 and the Bylaws, there is no good faith basis to deny inspection of a personnel file by a director.

3. The Acting Executive Director has refused to allow directors to inspect legal files arguing that Hoiles v. Superior Court (1984) 157 Cal.App. 3rd 1192 gives a corporation an attorney-client privilege. I don’t disagree that a corporation has the privilege. However, here again we have the use of the general holding and an ignoring of the holding particular to our issue. Hoiles is a case where the director in a closely held corporation is suing for breach of fiduciary duty and dissolution of the corporation. It may make sense that he could be limited in his access to the corporations legal files with regard to the pending litigation where he is in an adverse position with the corporation. Given no case on point in California, the court looked to Delaware and Henshaw v. American Cement Corporation (1969) 252 A.2d 125, 128 for guidance. In Henshaw the suit against the corporation was brought by an individual as a shareholder and director. The Henshaw court held as follows:

In answer to a similar contention of an individual whose attorneys were involved in other litigation adverse to the corporation and who brought suit as a shareholder and director, the Delaware Court of Chancery permitted access to otherwise privileged corporate information to the director in that capacity, but not to the attorneys. Reminding the director of his fiduciary obligation to the corporation the chancellor observed, 'A director ... has the right to inspect corporate books and records; that right is correlative with his duty to protect and preserve the corporation. He is a fiduciary and in order to meet his obligation as such he must have access to books and records; indeed he often has a duty to consult them. [Citations.]' ( Henshaw v. American Cement Corporation (1969) 252 A.2d 125, 128.)
Hoiles v. Superior Court 157 Cal.App.3d 1192, *1201 (Cal.App.4.Dist.,1984)


Hoiles did not bring suit as a director, which he was, but only as a shareholder. In discussing that issue the court stated:

We believe Henshaw provides a reasonable solution to the problem presented there and that Hoiles is arguably entitled to review corporate legal *1202 documents and to question Stahr in his role as a director here. But the issue is not presently before us. Hoiles has not sued in that capacity and has not requested the information on a fiduciary basis and independent of his counsel in this proceeding.
Hoiles v. Superior Court 157 Cal.App.3d 1192, *1201 -1202 (Cal.App.4.Dist.,1984)


There is no reasonable basis to refuse to allow a director to inspect legal or litigation files past or present that don’t involve the director. How is a director to review past or present legal work and/or settlement negotiations by counsel and/or staff if not allowed to inspect the files? The director will have to protect the attorney-client privilege, that is clear. Allowing a director to inspect legal files does not violate the Foundations attorney-client privilege. The director is an integral part of the Foundation. Again the refusal to allow inspection raises the question “ what are they trying to hide?”

There are no California Appeals Court cases with facts similar to ours. The 2002 case out of Los Angeles County Superior Court, Auerbach v. Internet Corporation For Assigned Names And Numbers, a California Nonprofit Public Benefit Corporation, Case # BS 074771 has very similar facts. The judgment in this case was given to the Board at the Berkeley meeting in June. While the Acting Executive Director correctly pointed out that its holding has no authority as precedent, the ruling of that Superior Court Judge after reviewing the same few cases is persuasive as to how an Alameda County Superior Court Judge will likely rule on similar facts.

There is no question that the former Executive Director violated the Bylaws and California Law in refusing to allow inspections on multiple occasions. We may never know his real motive. It is clear that he knew from the Finck opinion that what he was doing was wrong. Some directors supported him in his wrongful conduct. Why? Some didn’t want inspections and maybe some didn’t understand the law. Those that impeded inspections with votes or actions violated the Bylaws that they are required to uphold.

We are at a point now that if the staff continues to interfere with inspection rights we should promptly go to court unless the Board promptly corrects the problem once and for all time. If they continue to spend money on useless legal attempts to thwart inspections, and get support from other directors, we may have to consider suits against the renegade directors for waste of corporate assets and breach of fiduciary duty. Something has to stop all this foolish waste of Foundation money. The listener/subscribers want good radio for their money, not anti-transparency legal bills. Should you have any questions please call.


Richard Phelps
Attorney at Law

As of 9 p.m., Sunday, Feb 17, KPFA has raised $410,000 toward the $900,000 goal for its February fundraiser which started February 6 and is due to end this coming week, clearly falling far short of its goal of $900,000 needed to keep the station on the air for the next few months. We need to see expedited legal action against Dan Siegel and his destructive gang that is clearly destroying KPFA and Pacifica. We also need to see monthly fundraisers for KPFA to stay on the air. Otherwise, it is soon gone. That would mean the loss of the exposes of the 9/11 Inside Job on Guns & Butter and on Flashpoints, the loss of the urgently needed daily live news updates from Palestine on Flashpoints, the updates as needed on the case of Mumia Abu-Jamal, Kevin Cooper and all the other, many political prisoners in this backward country, the news that manages to get through despite the 20 minute Democrat-Republican "election" garbage on the 6 p.m. news (to stay sane, many of us just switch to music and check every 5 minutes until the drivel ends; the only election news worth covering on a peace station is that on the Green and Peace & Freedom party candidates and independents like Cindy Sheehan); the peace movements efforts to shut down all recruiting stations, including in Berkeley, the labor stories that are heard on KPFA, albeit in insufficient numbers, the increasing attacks on women's right to abortion, all the many environmental stories that are not heard elsewhere and should be heard everywhere, and much more. Please move quickly to stop Dan Siegel's illegal actions and to raise money for KPFA on a monthly basis.

While KPFA is not at the place, it would like to be on it's drive, there is a week left and KPFA has reserves, an emergency fund, if you will, for just this sort of event. So it will not go off the air from simply one bad drive. Prudent financial management by Brian Edwards Tikert and Lois Withers has seen to that. Stating anything else is just fear mongering.
In any case, trying to link KPFA's current drive to any action by Dan Siegel is bizarre. KPFA's drive is run completely separate from anything Dan Seigel has done. None of the allegations is this post (or past post regarding elections and what not) would have any direct effect on how the fund drive is run.

Anon,
Now makes the correct point that KPFA will not go off the air for one poor fundraiser. In fact it might
mean layoffs of full time people and the use of more volunteers like most community
radio stations have and run with.This is
true. It is not true that Brian Edwards Tikert and Lois Withers are not responsible for this
present crisis. They covered up the lawsuits against Pacifica and KPFA managers for incompetense
and they have been complicit in aruging that the crisis at WBAI will not affect KPFA.
This idea that the crisis in the network is seperate from the crisis at KPFA is ludicrous.
They now want to do more damage control for their pal and legal advisor Daneil Siegel as if
his hands are clean.
Siegel is putting the foundation in grave danger by his flagrant conflict of interest representing the
foundation as Interim Executive Director and Counsel. The present traffic lawyer Sherry Gendelman
who is now the chair of Pacifica got into her position by suing the Pacifica National Election
supervisor to certify the election at KPFA despite massive malfeasance and violation of the
bylaws by the managers and our esteemed lawyer Daniel Siegel. In fact she went to
one of Seigel's former colleagues Hunter Pyle to file the lawsuit. How the world turns?
These cohorts help to sue the foundation and then blame others for wrecking KPFA and Pacifica
and they get paid by subscriber funds to defend themselves.
This circle of duplicity is what is destroying community radio and Brian Edwards Tikert and Lois Withers
are part and parcel of these machinations.

The previous poster conveniently leaves out the fact that Bernstein cost the station hundreds of thousands of dollars in a lawsuit settlement because of his wildly unprofessional conduct, which got him and the station sued. If Bernstein had not been sexually harrassing people then the network wouldn't have had to fork over all that money. The truth is his ass should have been terminated for unprofessional conduct. Somehow when these People's Radio people make statements about fiscal mismanagment they always leave their hero Bernstein's name out of it.

You can tell they worship this guy like a cult leader by their postings, which are little more than commercials for his broken record, one-trick pony program. Listen to their Looney Tunes statements about Guns and Butter and Bernstein courageously reporting on the loopy 9-11 conspiracy theories as if that's something to be proud of. Frankly it's made Pacifica a laughingstock and given it a reputation as a refuge for loon-bats and head cases. If you're wondering why the fund drives not doing so well, could have something to do with G & B and Flashpoints turning people off. Message to management: time to take out the trash. Get rid of these lead balloons and put something new exciting and fresh on in their place. Only that will bring Pacifica back from the brink.

KPFA fundraising has turned into the "Alternative Home Shopping Network" mostly playing part of CDs and DVDs produced by others and then selling the whole item to those that have the money. They also do this with speeches by Howard Zinn, Michael Eric Dyson, Noam Chomsky, the "God: debate etc. creating two classes of listeners. They don't play the whole speech or program for our low income listeners.

The current "Dismantler/CL" management's Mission is power/control and fund raising and they put that before getting the information out to the people and people sense this betrayal and are less inclined to donate. They are afraid that if they play the whole program (like KQED does) that people won't be able to be sold items that they have created the scarcity need/desire for by playing only a tease portion.

They are building a consumer culture at KPFA and it is being rejected by many long time subscribers like myself. We are a community radio station and should be playing those speeches not selling them. When that changes back I will again donate much more than the $25.00 needed to be able to vote them out if they ever allow a fair election?

The evening and morning news sounds like the AP wire more often than not despite thousands of complaints. We have lost 4,000-5,000 subscribers since the time when the "dismantlers" refused to move Democracy Now! to prime time. We should have gained subscribers during the Bush regime. A "Mission First" management would have gained many new subscribers.

Their self serving sabatoging of the elections with their IPD Sasha Lilley lying to all in a Berkeley Daily Planet article saying that managemnet had no control over the playing of election carts hurts, attempts to shut down UPSO, their attempts to limit announcers free speech by their totally wrong "calls to action" edict, and their taking away the power of the Program Council, there is so much more, etc. etc. They fight transparency and accountability since if the truth, the whole truth be told they would be run out of town. They have damaged the moral standing of KPFA in the progressive community and donations have dropped.

If the station is true to its Misssion and practices transparent democratic process, putting progressive principles before the control of a small group,
the people will take care of it. Since the current management does just the opposite, not even putting its best program in prime time or even trying to have fair inclusive elections, from fear of losing control to a democratic process, they are losing formally dedicated subscribers.

Richard Phelps, former Chair KPFA LSB

So let me see. The station doesn't need money to operate I guess. I guess the station's transmitter and electricity bills and all the other overhead will be paid for by good intentions. Grow the hell up Phelps. The pledge premiums are for fund-raising, something you know nothing about given your performance on the LSB, which is probably the only non-profit board in the world that doesn't fund-raise. Don't give us that crap about being concerned about low income listeners. This is about you and your ilk wanting to turn the place into some kind of propaganda tool. The station isn't a F*&%ING soapbox, playing damn speeches all the time like some kind of East German Party organ. It's a media outlet for music, news and cultural programs you don't get at other stations.

You, Phelps, are a complete hack. You don't have the foggiest idea about basic management and finance principles. If your clique ever had any real power the station would be off the air in a matter of weeks. Then where would the low income and other listeners you claim to care so much about go?

still full of it
by Higgins

Monday Feb 18th, 2008 2:34 PM
So let me see. The station doesn't need money to operate I guess.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: No one ever said that except you!
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
I guess the station's transmitter and electricity bills and all the other overhead will be paid for by good intentions.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: Do you ever argue the issues raised of just fling hyperbole?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Grow the hell up Phelps.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: Sounds like something one of the Hallinan's would say. Conn, Matthew is this you? Or just one of your flunkies?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>.
The pledge premiums are for fund-raising, something you know nothing about
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: When I respected the station I donated thousands of dollars buying speeches and programs.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
given your performance on the LSB,
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: What do you know about my time on the LSB. When I chaired the LSB for 14 months the rulings followed the Bylaws, Roberts Rules, California Law and due process principles, not signals or interruptions from Brian Edwards Tiekert to Bonnie to rule for the tyranny of the CL Dismantler majority! All the LSB report programs happened when I was Chair and I even did one that wasn't going to get done when I wasn't chair. And I always invited folks from both sides. Several didn't happen under CL/Dismantler elected chairs.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Don't give us that crap about being concerned about low income listeners.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: Another really factual statement. It is not crap. It is the Mission and any true progressive should have some class consciousness. Why don't you???
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
This is about you and your ilk wanting to turn the place into some kind of propaganda tool. The station isn't a F*&%ING soapbox, playing damn speeches all the time like some kind of East German Party organ.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: Then why is it that my side fights for transparency and your side is always trying to hide things. Which of those is more like the East Germany you mention???
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
It's a media outlet for music, news and cultural programs you don't get at other stations.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: And in the past I have done both public affairs programs and music programs on KPFA. What have you ever done in radio? Ohter than talk about it?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
You, Phelps, are a complete hack.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: Then why are you hiding behind an incomplete , probably phoney, name. And why are you, Sarv, Brian, Sherry, Conn, Bonnie, Mark H., Matthew, Sasha L., Dan S. or any of your "ilk" so afraid to debate this "hack" in public and embarass me????
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
You don't have the foggiest idea about basic management and finance principles.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: Again no facts? Just empty attacks. What experience do you have in Radio? I have worked both AM and FM on air and administration. You know nothing about my finance and management experience and you have no shame in just attacking. How sick are you?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
If your clique ever had any real power the station would be off the air in a matter of weeks. Then where would the low income and other listeners you claim to care so much about go?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: First of all our side is not a clique. Most of us didn't have anything in common except KPFA when we came together to try to improve the station and get it back to the Mission. We didn't all come form a certain part of the Left like so many of the CL/Wellstone (CPUSA/COC) folks. I have no problem with folks from that history except when they come in mass to take over the station and accuse others of being a clique. So if there is a clique it is not us but your side?

When I worked in radio I had #1 ratings in 18-34 age and quit each job . I was recruited by two of the stations I worked for. I guess that happened because I knew nothing about radio? If we had real power we would not have lost 4,000-5,000 subscribers during the Bush regime, we would have grown and loyalty would be high, there would be active listener participation on committees, transparency, accountability, real democratic process and more community based programs with outreach and a collective spirit vs. the "my turf" attitude of so many from your side.

Higgins , if you ran the SF Giants in 2003 would you have had Bonds #1 or #7 in the line up? That is what your folks did with Democracy Now! our best program, despite a democratic vote on both the Program Council and the LSB. Your folks have always put patronage and cronyism ahead of the Mission and good progressive community radio. So who is the hack?

Richard Phelps, ready anytime to debate Pacifica radio with any of your ilk. Ah come on don't be afraid, the truth won't hurt that much.

Can you name one fund-raising event you either planned or participated in? Can you name one event where you tabled and passed out information to folks about the station, (and no half-baked screeds about People's Radio don't count). I'm talking about promoting the station as a whole. You talk about all this so-called radio experience. What station did you manage? Was it anything larger than a basement college station? You don't even seem to grasp the whole concept of fund-raising premiums. Fund-raising premiums help raise funds. You proved it yourself when you admitted you gave money to KPFA to get a premium. Works doesn't it? The proof of how unqualified you are is in the absurdity of your very own statements.

I've monitored LSB goings on for a couple of years now. I can't name one LSB sponsored event for fund-raising. You keep coming back to all this crap about transparency and this and that. All you're doing there is getting your jollies nosing around in private personnell matters that don't concern you. Listeners couldn't care less about KPFA workers private personnell data. They want the LSB to help fund-raise for the station and be out in the community and put a positive image of the station forward. We listeners couldn't give a crap about your little private battles. That's what you don't get Phelps.

One of the few outstanding journalists in the Bay Area, Dennis Bernstein, brought his interview with David Griffin back to the airwaves today, Feb 18, concerning Griffin's new book, 9/11 Contradictions, further describing what we all saw on 9/11/01: No air defense, which means by definition that 9/11 was an Inside Job, a Reichstag Fire, perpetrated for the same reason the Nazis burned their government building, the Reichstag: To promote war and fascism. With that, and his latest expose on the CIA-US government operation of an earlier era, the JFK assassination, Dennis filled up the board of 12 Lights of Hope TWICE, and MORE. Assuming each person paid at least $100 for the Griffin book and KPFA, that's at least $2400 in one hour, probably $3,000, with no matching pledges to boost and this interview had been heard before in its entirety. This same program opened with an excellent live interview with co-host Nora Barrows-Friedman and a person in Palestine about US-Israel's latest murder of Palestinians with US weapons, an important reminder of where our tax dollars go. Dennis' program, Flashpoints, is not a "one-trick pony program," it is a ZERO trick pony program, as it deals with FACTS, which of course, no "cult leader" does by definition. This writer is a staunch atheist, as is probably most of the Flashpoints audience and we can smell a con artist "cult leader" from miles away. The facts on the 9/11 Inside Job are so obvious that anyone who continues to promote the government's fairy tale is either a government agent or very stupid. Higgins does not appear to be stupid. For those who would like more education, here is your homework:
Listen to Guns & Butter on KPFA at 94.1 FM at 1 p.m. on Wednesdays and online at:
http://www.gunsandbutter.net/archives.php
View
http://www.brasschecktv.com/
DVD that is a Must See at
http://www.loosechange911.com/
READ ALL OF THE FOLLOWING BOOKS:
1. Crossing the Rubicon by Michael Ruppert
2. The 9/11 Commission Report: Omissions & Distortions by David Griffin
3. The New Pearl Harbor by David Griffin
4. Debunking 9/11 Debunking by David Griffin
5. Painful Questions by Eric Hufschmid
6. The Iron Triangle (on Carlyle Group) by Dan Briody
7. 9/11 Revealed: The Unanswered Questions by Rowland Morgan & Ian Henshall
8. Waking Up From Our Nightmare by Don Paul and Jim Hoffman
9.9/11 Facing Our Fascist State by Don Paul
10.9/11 Synthetic Terror: Made in USA by Webster Tarpley
11 Body of Secrets by James Bamford
12 The War on Truth by Nafeez Mossadeq Ahmed
13 The Terror Conspiracy by Jim Marrs
14 Towers of Deception by Barrie Zwicker (with DVD enclosed)
15 9/11 and American Empire edited by David Ray Griffin and Peter Dale Scott
16 Flight 93 Revealed by Rowland Morgan

I do not plan to rejoin KPFA until it has accountable management. Siegel, wearing his interim Executive Director hat, refuses to consider the pending candidate for KPFA GM. The interim GM at KPFA has been in that spot for coming up on two years now, and barely attends board meetings even though that is part of the job. Siegel is gumming up the works.

There must be some kind of furlough program at the local loony bin, or the inmates now have internet access. If all this half baked 9-11 crap were true, than why hasn't the state come and carted off all these "courageous" investigators for revealing their secret? If any of this crap were true and now the truth is out why aren't the prisons filled with the likes of Ray Griffin, or any of these other wingnuts? Why are they allowed to write books and travel the country and be on the radio talking openly about the big "cover-up?" Answer's simple: this S&%T is ridiculous.

And oh yeah, we musn't forget I'm a government agent sent to spread doubt among the masses. Here, I'll even reveal myself before I'm outed by Bernstein and Ray Griffin and these other kooks. I'm agent number 181-76R. I'm a CIA, MI6, Mossad triple agent working deep undercover from the house right next to you. Close your blinds -- I'M WATCHING! MWA HAHAHAHA!

You people are a hoot.

1996 - “Project for a New American Century.”
To achieve the needed level of popular support would require the equivalent of “a new Pear Harbor.” After such a cataclysmic event, the ensuing fear would make it easy to get popular support for anything that could be advertised as “defending our freedom.”

November 10, 2001 - President Bush
"outrageous conspiracy theories ... that attempt to shift the blame away from the terrorists, themselves, away from the guilty."

February 18, 2008 - Higgins
"Listen to their Looney Tunes statements about Guns and Butter and Bernstein courageously reporting on the loopy 9-11 conspiracy theories as if that's something to be proud of."

And you know what, when Bush said that he was right. Even a broken clock is right two times a day. Now stop bothering me I have a report to write for the CIA, MI6 and Mossad. Keeping tabs on the "courageous" truth tellers is hard work.

12/4/2001
Well, Jordan, you're not going to believe what state I was in when I heard about the terrorist attack. I was in Florida. And my chief of staff, Andy Card -- actually I was in a classroom talking about a reading program that works. And I was sitting outside the classroom waiting to go in, and I saw an airplane hit the tower – the TV was obviously on, and I use to fly myself, and I said, "There's one terrible pilot." And I said, "It must have been a horrible accident"
But I was whisked off there -- I didn't have much time to think about it, and I was sitting in the classroom, and Andy Card, my chief who was sitting over here walked in and said, "A second plane has hit the tower. America's under attack."

1/5/2002
"I was sitting there, and my Chief of Staff -- well, first of all, when we walked into the classroom, I had seen this plane fly into the first building. There was a TV set on..."

What station did you manage? Was it anything larger than a basement college station?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: I never worked at a college station. I worked at 2 FM and 1 AM station where I was an AFTRA member. I was Program Director at one, Music Director at another and Public Affair Director at the third. I also did some programs at KPFA in the 70s and 80s both music and public affairs.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
You don't even seem to grasp the whole concept of fund-raising premiums. Fund-raising premiums help raise funds.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: You don't seem to grasp the concept of Community radio or the Pacifica Mission. I am not against raising funds, I have donated thousands of dollars over the years and volunteered hundreds of hours of time. How you do it is very important since we are an alternative to the corporate media.

The most important necessity for a Pacifica Station to raise funds is to have solid programming and to maintain a progressive moral high ground so that listeners will be loyal. Playing half a speech and selling the rest is not the way to build loyalty. Trying to fix elections is no way to build loyalty. I don't mind selling the speeches as long as we follow the Mission and play them for all of our listeners, like KQED does. Doesn't it bother you that we are less sharing in that mode than KQED? Creating two classes of listeners is not what our Mission is about. So just play the entire program right after the fund drive, otherwise KPFA is creating scarcity to raise money, again not progressive or in line with our Mission. Turning public affairs into commodities is not progressive. If the station was doing a great job with its news, public affairs etc. and internal relations, democratic v. the patronage and cronyism of the current management, transparency v. hiding information and obfuscating reality doesn't help either.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
You proved it yourself when you admitted you gave money to KPFA to get a premium.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: I gave money because I appreciated what the station was doing. I didn't always take premiums and if the station had really progressive news I would donate lots of money but I can get AP wire may places.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
Works doesn't it?
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: So does Wal Mart and we should not be like them either. The Mission must be primary, and if we do it and do it well the people will support us. The people running the station now have promoted fund raising to primary status like a commercial station. They have turned KPFA into "The ALTERNATIVE HOME SHOPPING NETWORK". In prior years many of the staff produced programs and set up great interviews for the fund drives. Now most of what we do is mechandise CDs and DVDs and the recent speeches that we should have played when they happened or shortly thereafter.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
The proof of how unqualified you are is in the absurdity of your very own statements.
>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>
RP: I guess qualifications are in the eyes of the reviewer? How much radio expericnce do you have? I had #1 ratings for my time slot when I worked AM. And they came and recruited me from the FM station I was working at. Again I offer to debate you in public about what is going on at KPFA and Pacifica. What are you afraid of or should I use your words and say "grow the hell up" and don't be such an anonymous chicken.

You failed to mention the names of these stations you managed. They must not very impressive. Look, any station commercial or not needs funds to cover daily overhead. "The Mission" is in its programs. Fundraising is a different animal. If the station didn't offer pledge premiums it's fund drives wouldn't be nearly as successful. IF the station played speeches all the time that would be lousy radio that failed to fulfill its mission. That kind of drab propaganda radio went out with the Berlin Wall. KPFA is best when it's offering vibrant music, arts, culture and current affairs. Playing speeches all the time would kill most of its audience. Only a few ideolouges would keep listening. KPFA's mission is to offer broad diverse programming that appeals to as broad a cross section of the Bay Area as possible.

DVDs , books and CDs are great as pledge thank you gifts. They help prompt people to give money to the station so that the station can stay on the air fulfilling its mission. That you don't seem to understand that most basic fundraising concept is amazing. It explains a lot about how you and people like you have drained so much of the station's resources and energy with your unprofessional behavior on the board and don't seem to have the faintest feeling of remorse. It seems you just don't get how the world works. I suggest you study up on how non-profits work. There are plenty of good books in the library. Maybe then you wouldn't have these extremely childish notions about finances and proper management. Screw the "class consciousness" if you can't pay your god damned bills. That's just reality. P.G. and E and AT & T don't accept "class consciousness" as payment. They expect US currency to keep the lights on and the phones working.

As for a debate. What a waste of time. Who would come? A handful of your friends who are obsessed with this crap. No thanks. They'd be too worried about appearing "class conscious" to accept the truth.

There's nothing wrong with offering books, speeches, and DVD's as premiums.
There is something wrong with KPFA keeping other progressive outlets from recording cutting edge new talks at its events so they can use them as expensive premiums, and withholding the playing of them until fund drives, then playing only a part of them prior to offering them at prices only some can afford, and possibly never playing the rest.

What's wrong with this picture?
Pacifica's mission is to disseminate information not found elsewhere - not sit on it for a long time and then offer it only to the high bidders.

People will want to support KPFA because they love it providing them with information.
And people who can afford it will want to buy these talks and documentaries for themselves even if they've heard the whole thing already.

There's this thing in radio called a programming grid in which there are time slots. During a pledge drive the radio station asks its listener sponsors for money. In exchange for the listener's pledge they are offered a thank you premium. But if an on-air voice doesn't come on and give out the number and ask for support, the listeners don't call in their pledges. The premiums can't be played in their entirety because there wouldn't be any time left to solicit pledges before the next scheduled program comes on and offers its own thank you gift. I MEAN REALLY, HOW DO YOU NOT GET THAT?

If a person can't afford to pledge, they still get to listen for free. Low income people aren't barred from listening. But the fund drive days are for raising funds. PERIOD. The station asks people who have the money to pledge at that time because without the money the radio goes away for everybody. That's simple economics. You need money in this world to get things. If you've managed to reach adulthood and haven't been taught that, then you're a sad case indeed.

KPFA's job IS to disseminate information. All kinds of information from diverse sources. It's also it's job to play music, drama and cultural programming. And anyway, who outside of some damn Orwellian nightmare wants their information in the form of some person giving a speech? Talks, CDs and DVDs are offered as thank you gifts for the pledges. The whole point of the fund drive isn't about what you personally want to listen to. It's about raising funds. The pledges allow the station to produce its own programming, which is what the mission is all about. It's not about listening to people give recorded speeches all day. If you want that you can tune-in radio from some totalitarian country where the "Dear Leader" uses the state run radio to harangue listeners all day. That's dreadful radio and not what KPFA is all about.