DEPOSITION OF LYNN CHADWICK - VOL. 1

11/21/200

1 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA

2 IN AND FOR THE COUNTY OF ALAMEDA

3 ---o0o---

4

5 DAVID ADELSON, et al.,

6 Plaintiffs,

7 -vs- NO. 814461-0

8 PACIFICA FOUNDATION, a

California Nonprofit Corporation,

9 et al.,

10 Defendants.

__________________________________/

11

12

13

14

15 DEPOSITION OF LYNN CHADWICK

16

17

18 Taken before PATRICIA TABOR

19 CSR No. 5739

20 Tuesday, November 21, 2000

21

22

23 DIABLO VALLEY REPORTING SERVICES

Certified Shorthand Reporters

24 2121 N. California Boulevard, Suite 310

Walnut Creek, California 94596

25 (925) 930-7388

1

1 I N D E X

2 DEPOSITION OF LYNN CHADWICK

3 Tuesday, November 21, 2000

4 PAGE

5 EXAMINATION BY MR. RAPAPORT 4

6

7

8

9 E X H I B I T S

10 PLAINTIFFS' PAGE

11 17 Memorandum to All Pacifica 43

Board and Staff from L. Chadwick,

12 6/11/99

13

18 Letter to P. Scott from 74

14 R. Coonrod, 9/14/98

15

19 Letter to L. Chadwick from 114

16 J. Crigle, 10/12/98

17

20 Letter to L. Chadwick from 136

18 R. Madden, 2/24/99

19

21 Notice of Meeting, 2/4/99 147

20

21

22

23

24

25

DEPOSITION OF L. CHADWICK - 11/21/00 2

1 DEPOSITION OF LYNN CHADWICK

2

3 BE IT REMEMBERED, that pursuant to Notice,

4 and on the 21st day of November 2000, commencing

5 at the hour of 11:20 a.m., in the offices of

6 SIEGEL & YEE, 499 - 14th Street, Suite 220,

7 Oakland, California before me, PATRICIA TABOR,

8 personally appeared LYNN CHADWICK, produced as a

9 witness in said action, and being by me first duly

10 sworn, was thereupon examined as a witness in said

11 cause.

12

13 ---o0o---

14

15 HUNTER PYLE, ESQ., Siegel & Yee, 499 - 14th

16 Street, Suite 220, Oakland, California 94612,

17 appeared on behalf of the Plaintiffs.

18

19 DANIEL RAPAPORT, ESQ., Wendel, Rosen, Black &

20 Dean, 1111 Broadway, 24th Floor, Oakland,

21 California 94607, appeared on behalf of the

22 Defendants.

23

24 ALSO PRESENT: Sherry Gendelman, Mary Berg,

25 Liz Johnson and Liam Kirscher.

DEPOSITION OF L. CHADWICK - 11/21/00 3

1 LYNN CHADWICK

2 sworn as a witness by the Certified

3 Shorthand Reporter, testified as follows:

4 EXAMINATION BY MR. RAPAPORT

5 MR. PYLE: Q. Would you state and spell your

6 name, please?

7 A. Lynn Chadwick, L-y-n-n C-h-a-d-w-i-c-k.

8 Q. What is your current residence address?

9 A. 1340 Milvia Street, Berkeley, California.

10 Q. Have you ever had your deposition taken

11 before?

12 A. No.

13 Q. So we're clear, let me go through the

14 basic ground rules; there's about five of them.

15 The most important is: You're sworn to tell

16 the truth under penalty of perjury just as if we

17 were in court.

18 Do you understand that?

19 A. Yes.

20 Q. Everything said by you, me and your

21 attorney will be taken down by the court reporter.

22 At the end of the deposition, she will type it

23 up in a transcript.

24 You'll have an opportunity to review that

25 transcript and make any changes that you might

DEPOSITION OF L. CHADWICK - 11/21/00 4

1 want to make. You can delete paragraphs, you can

2 add paragraphs, you can make no changes at all if

3 you would like.

4 What I need to make sure you understand,

5 though, is that I will be able to comment on any

6 changes that you make in the event that this

7 matter goes to trial.

8 Do you understand that?

9 A. (Witness nods.)

10 Q. Is that a "yes"?

11 A. Yes.

12 Q. That actually, nicely enough, brings us

13 to the third general rule which is: The court

14 reporter can't take down nods of the head or other

15 sort of non-verbal means of communication.

16 So even though it's common in everyday practice

17 for us to say "uh-huh" and "huh-uh" and nod our

18 heads and so on and so forth, I'll ask that you do

19 your best to answer with a "yes" or "no." "Yeah"

20 is fine, but those are sort of the parameters that

21 I'll ask you to operate under.

22 Is that okay?

23 A. Sure.

24 Q. You are entitled to take a break at any

25 time. So please just give me the word, and I'm

DEPOSITION OF L. CHADWICK - 11/21/00 5

1 happy to accommodate you in that regard, whether

2 it's to talk about something with your attorney or

3 to use the facilities or to get a drink of water

4 or what have you.

5 A. Okay.

6 Q. The last thing is that even though at

7 different times during the course of the

8 deposition you may have a sense of where I'm going

9 with a question, in order that we have a clear

10 record and to make sure that we preserve

11 everything that is said here, I'm going to ask you

12 to do your best to let me finish my questions,

13 even if they seem somewhat long-winded, before you

14 start to answer; okay?

15 A. Okay.

16 Q. I'll do my best to let you finish your

17 answer before I cut you off with another question;

18 all right?

19 A. All right.

20 Q. Any questions about the process?

21 A. I don't think so.

22 Q. Any reason we can't proceed here this

23 morning?

24 A. No.

25 Q. Let's start by having you tell me about

DEPOSITION OF L. CHADWICK - 11/21/00 6

1 your education after high school.

2 A. I graduated from the University of

3 Virginia in Charlottesville.

4 Q. What year was that?

5 A. '73.

6 Q. Was that a BA that you had?

7 A. Yeah.

8 Q. Did you have a particular field of study?

9 A. English literature.

10 Q. Any other formal education?

11 A. Yes. I have a Master's degree in public

12 policy from the University of California at

13 Berkeley.

14 Q. When did you receive that?

15 A. '87.

16 Q. Why don't you also tell me about your

17 employment history starting -- let's start with

18 after '87 -- let's go off the record for a second.

19 (Brief break.)

20 MR. PYLE: Q. Tell me about your employment

21 history after 1987.

22 A. I was the president of the National

23 Federation of Community Broadcasters.

24 Q. When did you start that job?

25 A. 1987.

DEPOSITION OF L. CHADWICK - 11/21/00 7

1 Q. What was the next position you held?

2 What was the next job you held?

3 A. Director of planning and operations of

4 the Pacifica Foundation.

5 Q. When did you hold that position?

6 A. It began full-time on April 1st, 1998.

7 Q. After that?

8 A. I became executive director of the

9 Pacifica Foundation on November 1st, 1998.

10 Q. Then after that?

11 A. Nothing.

12 Q. Are you currently employed?

13 A. Not in any full-time capacity in any way.

14 Q. Are you currently employed by Pacifica in

15 any fashion at all?

16 A. No.

17 Q. When was the last time you did any work

18 for the Pacifica Foundation?

19 A. Yeah, I'm glad you brought that up.

20 I was in a consulting capacity for the Pacifica

21 Foundation through September 30 of this year.

22 I ceased being executive director of the

23 Pacifica Foundation as of March 1st of this year,

24 or March 2nd; whatever the Monday was around

25 there.

DEPOSITION OF L. CHADWICK - 11/21/00 8

1 Q. Let's go back to your tenure as president

2 of -- can I refer to it as "NFCB"?

3 A. Exactly.

4 Q. Was that your first job in public radio?

5 A. No.

6 Q. What was the first position you held that

7 had anything to do with public radio?

8 A. My first paid position in public radio

9 was as managing director of Western Public Radio.

10 Q. When did you hold that position?

11 A. From '81 to '85.

12 Q. Had you had volunteer positions in public

13 radio before that?

14 A. Yes.

15 Q. What positions had you held?

16 A. I had been with the Feminist Radio

17 Network. I had a show as part of that on WPFW.

18 Q. What was that show called?

19 A. It was Sophie's Parlor/The Women's Show.

20 Q. Can you tell me a little bit about the

21 show?

22 A. We interviewed women of note and had

23 call-in segments. It was a talk show, an hour

24 long talk show on Sundays.

25 Q. How often did it run; once a week?

DEPOSITION OF L. CHADWICK - 11/21/00 9

1 A. We were on there about once a month. It

2 was a weekly program, but I only did it once a

3 month.

4 Q. Before that, had you had anything to do

5 with public radio?

6 A. No, first was with The Feminist Radio.

7 Q. What was your paid position with Western

8 Public Radio?

9 A. Managing director.

10 Q. What were your job duties in that

11 capacity?

12 A. I was in charge of the administration. I

13 taught classes, worked on grant proposals,

14 produced radio programs.

15 Q. What is Western Public Radio?

16 A. A training and studio facility,

17 non-profit training and production facility in

18 San Francisco at Fort Mason Center.

19 Q. Is it connected to National Public Radio

20 at all?

21 A. No.

22 Q. Does it have any kind of mission

23 statement or overarching purpose that you know of?

24 A. Not verbatim, but I can tell you what the

25 sense of it was.

DEPOSITION OF L. CHADWICK - 11/21/00 10

1 It was to provide studio facility space and

2 training opportunities to producers, independent

3 producers and station-based producers in the

4 public radio environment.

5 Q. Did you supervise any employees in your

6 capacity as managing director?

7 A. I worked with a couple of interns.

8 Q. How many?

9 When you say "a couple," how many do you mean?

10 A. Two.

11 Q. Between 1985, when you left Western

12 Public Radio, and 1987, when you started at NFCB,

13 did you do any work with public radio?

14 A. No, I was in graduate school.

15 Q. Did NFCB have a mission statement or an

16 overarching purpose?

17 A. Yes.

18 Q. What was that?

19 A. To support community radio stations, the

20 growth of community radio stations and the ongoing

21 operations of ongoing community radio stations,

22 particularly to bring women and minorities into

23 the field and support them in the field and

24 support the stations in the field.

25 Q. Did you supervise any employees when you

DEPOSITION OF L. CHADWICK - 11/21/00 11

1 were president of NFCB?

2 A. Yes.

3 Q. How many?

4 A. It was a three-person operation, and I'd

5 have to sit down and add up how many people over

6 the course of that time, which I have to think

7 about that for a moment.

8 I would say approximately ten over the 11 years

9 I was president, total.

10 Q. Ten total, three at any given time?

11 A. Uh-huh.

12 Q. What sorts of things did NFCB do during

13 your tenure as president?

14 A. We produced a monthly news letter.

15 We held an annual conference.

16 We did consulting in the field with stations.

17 We worked on national policy around public

18 broadcasting.

19 Q. Did you have any particular goals when

20 you began your tenure as president of NFCB?

21 MR. RAPAPORT: Besides earning a salary?

22 MR. PYLE: Yeah, if that's correct, if that was

23 even important to you.

24 THE WITNESS: Community radio is not a place

25 you go for that, right.

DEPOSITION OF L. CHADWICK - 11/21/00 12

1 Um, I worked with the board, with the

2 organization to find out what was going -- the

3 needs of the members.

4 The goals for the organization were to help the

5 stations to become stable financially, member

6 stations to become stable financially, to help hem

7 become technically up to date, and to, um, meet

8 the individual missions of the stations as they

9 were constituted.

10 MR. PYLE: Q. When you say -- when you were

11 talking about the needs of NFCB's members, are

12 individuals members of NFCB, or is it the radio

13 stations that make up the membership?

14 A. There are two categories of membership.

15 One are participant members, and those are all

16 stations.

17 The second category are associate members,

18 which are primarily college stations.

19 A handful of individuals were associate members

20 because they wanted to receive the news letter and

21 come to the conference.

22 Q. You mentioned some goals that the

23 organization had.

24 Did you have your own goals when you began as

25 president of NFCB?

DEPOSITION OF L. CHADWICK - 11/21/00 13

1 A. When I began, my first goal was to see if

2 the organization was viable.

3 Q. In what sense?

4 A. Financially.

5 Q. When you say "the organization," do you

6 mean NFCB?

7 A. Yes.

8 Q. Was it viable?

9 A. It's still around.

10 Q. Did you find it was viable at the time

11 you took over as president?

12 A. We had to do some reorganizing.

13 Q. What kind of reorganizing?

14 A. Um, we had to reduce the number of staff.

15 I think there were four staffers, four or five

16 staffers, and it was reduced to three.

17 We had to do better at collecting dues and

18 finding out from the members what services we were

19 doing that were their priorities so they would

20 continue to be members and pay dues.

21 Q. Do you feel you were successful in these

22 goals, generally speaking?

23 A. Well, the organization is still alive and

24 well, and I think that's the way I measure it.

25 Q. When did you leave NFCB?

DEPOSITION OF L. CHADWICK - 11/21/00 14

1 A. In March, full-time in March of 1998.

2 There was a short transition there while I was

3 working part-time for Pacifica and part-time for

4 NFCB while they were conducting the search for the

5 next president.

6 Q. While NFCB was conducting the search for

7 the next president?

8 A. Yes.

9 Q. When was that, approximately?

10 A. From the first of the year through March.

11 Q. Approximately how many hours a week were

12 you spending at NFCB during that period of time?

13 A. Half time.

14 Q. At the time you left NFCB, had the

15 organization gotten more successful at collecting

16 dues from its members?

17 A. Hmm, uh-huh, yes.

18 Q. How were you able to measure that?

19 A. Well, when I started, we weren't -- we

20 didn't have a good membership roster. And by the

21 time I left, we had a good membership roster and

22 didn't knew who was in arrears and who was paying

23 dues.

24 Q. How about in terms of the actual amount

25 of money that was being brought in; were you

DEPOSITION OF L. CHADWICK - 11/21/00 15

1 bringing in more money at the time you left NFCB

2 than at the time you started?

3 A. That's hard to say because the cash --

4 some years there was more money because there were

5 grants available, and, um, the budget of the

6 organization was dropping.

7 So there were good years and tough years, and

8 it continues to be like that.

9 So I think -- does that answer your question

10 well enough?

11 Q. Are you saying you don't know because

12 some years were good and some years were bad?

13 A. Yeah, some years were good and some years

14 were bad, but the organization continued to make

15 payroll and pay its expenses and maintain its

16 services to members.

17 Q. Do you remember whether 1992 was a good

18 year or bad year or neither?

19 A. I can't remember that right now, to tell

20 you the truth.

21 Q. How about 1991?

22 A. I don't remember.

23 Q. In terms of the overall membership in

24 NFCB, did that decline or increase or stay the

25 same during the time of your presidency?

DEPOSITION OF L. CHADWICK - 11/21/00 16

1 A. Because when I got there it was not clear

2 who were due-paying members and who was receiving,

3 it was very difficult to measure.

4 It was felt, I believe, that there was

5 better -- there were more members.

6 Q. When you say, "it was felt," what do you

7 mean?

8 A. That's what I'm saying.

9 When I came on, it wasn't clear who were

10 members and who were not. The membership roster

11 was unclear.

12 Q. When you cleared that up, did you find

13 there were fewer members than you thought?

14 A. It would go up and down every year

15 depending on some station's ability or willingness

16 to participate.

17 Q. At the time that you left, do you know

18 whether it was up or down or flat?

19 A. From when?

20 Q. From the time you started.

21 A. Since I don't know what the number was

22 when I started, that was the problem.

23 The membership seemed strong.

24 Q. How about actual numbers; do you not know

25 one way or the other?

DEPOSITION OF L. CHADWICK - 11/21/00 17

1 A. I don't know.

2 Q. That's a fine answer for a deposition,

3 just so we're clear.

4 If you don't know, that's a fine answer.

5 When was the first time you had any interaction

6 with Pacifica radio?

7 A. I was a volunteer when I was with the

8 Feminist Radio Network at that radio show I was

9 telling you about.

10 Q. Right.

11 After that, between then and the time that you

12 began working for Pacifica, did you have further

13 contact with Pacifica radio?

14 A. Uh-huh, yes.

15 Q. What contact did you have during that

16 period of time?

17 A. I was a listener.

18 Pacifica radio stations were members of the

19 NFCB. So I would talk to the staff, managers,

20 executive directors, et cetera, when they had

21 questions we could help them with.

22 They came to the annual conference and would

23 participate in workshops, and I would talk to them

24 about the workshops and other things associated

25 with the conference.

DEPOSITION OF L. CHADWICK - 11/21/00 18

1 Q. Did you have any personal friends that

2 were working at Pacifica during that period of

3 time?

4 A. Well, I had friends that worked at WPFW.

5 I didn't know anyone well because I was in

6 Washington, that's where the people were that I

7 knew.

8 Q. So you knew people at the station WPFW,

9 but not anyone in the national organization?

10 A. Not anything beyond professionally.

11 Q. Whom did you know professionally during

12 this period of time?

13 A. David Salniker, Mary Tilson, Pat Scott,

14 Gail Christian. I probably talked to Dick Bunce.

15 I would talk to all of them at the conference

16 because I would see everybody. I recognized them.

17 I talked to them primarily. I talked to the

18 managers of the stations.

19 Often a manager of the station -- when I came

20 on NFCB, Marita Rivero was the general manager of

21 the station of WPFW, and she was on the board of

22 directors the NFCB.

23 Later Pat Scott was on the board of directors

24 of the NFCB.

25 Valerie van Isler was on the board of directors

DEPOSITION OF L. CHADWICK - 11/21/00 19

1 of the NFCB and the manager of the station.

2 I knew Garland Gantor. I knew people whose

3 names currently escape me that were managers,

4 because I would talk to them when they came on,

5 and I met them.

6 Q. Do you recall when you met Garland

7 Gantor?

8 A. I suspect I met him at an NFCB

9 conference, probably the late 80's.

10 Q. At that time, was he associated with

11 WPFT?

12 A. KPFT.

13 Q. KPFT, excuse me.

14 A. If I met him then, it's because he was

15 associated with KPFT.

16 Q. Do you know who was the KPFA station

17 manager at the time you came on board at NFCB?

18 A. Pat Scott had recently become a manager

19 at the station -- or was it David Salniker?

20 Hold on a second.

21 No. He just moved over to the executive

22 manager. He used to be the station manager.

23 Q. So it was Pat Scott.

24 Do you know who followed her?

25 A. Marcie Lockwood.

DEPOSITION OF L. CHADWICK - 11/21/00 20

1 Q. Do you know when Pat Scott left her

2 position as general manager of KPFA?

3 MR. RAPAPORT: Objection; calls for

4 speculation.

5 I may make some objections that are not an

6 instruction for you not to answer throughout the

7 course of the depo.

8 I'll make the objections. You go ahead and

9 answer it if you can. If you can't, you know, say

10 so.

11 THE WITNESS: I believe because she went to

12 work on the national staff of Pacifica.

13 MR. PYLE: Q. How about Marcie Lockwood; what

14 happened to her, if you know?

15 MR. RAPAPORT: Objection; vague.

16 THE WITNESS: She got a different job.

17 MR. PYLE: Q. Away from KPFA?

18 A. (Witness nods.)

19 Q. Was it a volunteer severance on her part?

20 MR. RAPAPORT: Objection; no foundation.

21 THE WITNESS: I don't know.

22 MR. PYLE: Q. Who came after Marcie Lockwood?

23 A. I served in a capacity as an acting

24 manager there, because NFCB -- Pacifica hired NFCB

25 in a consultant capacity, I more or less became

DEPOSITION OF L. CHADWICK - 11/21/00 21

1 the acting interim general manager of KPFA while

2 they conducted a search to hire a manager.

3 Q. Right then after that was Nicole Sawaya;

4 right?

5 A. Yes.

6 Q. Do you recall when you met David

7 Salniker?

8 A. It would have been in the late 80's.

9 Q. It was part of your work with NFCW?

10 A. NFCB.

11 Q. NFCB, excuse me.

12 How about Mary Tilson?

13 A. The same.

14 Q. When did you meet Pat Scott?

15 A. It would have also been in the late 80's.

16 Q. How about Gail Christian?

17 A. That's hard for me to pin down, but it

18 was after she started working with Pacifica. And

19 I don't think that was until sometime in the

20 '90's.

21 Q. How about Dick Bunce?

22 A. It would have been after he became

23 associated with Pacifica, and I don't recall when

24 that was. It was late 80's, early '90's.

25 Q. Was there a particular reason that you

DEPOSITION OF L. CHADWICK - 11/21/00 22

1 began working with public radio, or a series of

2 reasons?

3 A. Uh, I was looking for something to do

4 that had the possibility of bringing literature to

5 the air.

6 I saw a 3 X 5 card at the local co-op grocery

7 store that said, "Women in radio wanted, no

8 experience required."

9 I went to find out what it was all about and

10 thus became a volunteer at the Feminist Radio

11 Network.

12 Q. Why did you think it was important to

13 bring literature to the air?

14 A. Because I was having a really hard time

15 getting published.

16 Q. You felt that if there was more

17 literature on the air, you might get published?

18 A. It gave me an opportunity to do poetry

19 and literature on the air, to interview writers,

20 women writers I wanted to meet.

21 It was personally satisfying for me.

22 Q. Why did you stay involved in it over the

23 years?

24 A. It became more and more interesting to

25 me.

DEPOSITION OF L. CHADWICK - 11/21/00 23

1 I was interested in the things that were going

2 on in the women's movement in the late 70's and

3 on. And working with the Feminist Radio

4 Collective and being on the air gave me that

5 opportunity.

6 Q. During the time that you worked with

7 Western Public Radio, were you involved in any

8 sort of panel or committee that looked at what

9 they call Arbitron ratings?

10 A. No.

11 Q. How about during your time at NFCB?

12 A. I had to learn about Arbitron ratings

13 when I was at NFCB because people were talking

14 about them in the field.

15 There's a professional or a public radio

16 listserve that publishes the Arbitron ratings for

17 public radio stations every -- every quarter.

18 I would start to see those when they would come

19 in on the listserve and just look at them that

20 way, examine them to see how stations were

21 performing under those; you know, just became

22 curious about them because people were talking

23 about them, and I wanted to understand what they

24 meant.

25 Q. When you say you had to learn about them,

DEPOSITION OF L. CHADWICK - 11/21/00 24

1 you mean you had to learn what they were and how

2 they were used?

3 A. And what they represented.

4 Q. Just generally speaking, what did you

5 learn about what they represented?

6 MR. RAPAPORT: Objection; it's overbroad.

7 MR. PYLE: Q. Can you summarize for me what

8 you learned about what they represented?

9 A. I learned a little bit about the

10 statistical process that they were created under.

11 I learned what the numbers represented

12 themselves.

13 Q. What did you learn about what they

14 represented?

15 MR. RAPAPORT: Objection; overbroad.

16 THE WITNESS: Well, there's different

17 statistics. Like AQH and TSL, and Cume.

18 MR. PYLE: Q. Other than learning about them

19 and looking over whatever Arbitron ratings that

20 would come out on the listserve you were talking

21 about, did you serve -- strike that.

22 Let me start the question again.

23 Did you serve on any committees or panels that

24 looked at using Arbitron ratings to determine how

25 well a radio station was performing?

DEPOSITION OF L. CHADWICK - 11/21/00 25

1 A. The committee I served on was convened by

2 the Corporation for Public Broadcasting with the

3 goal to find paths to helping stations continue

4 their financial survival, absent federal dollars.

5 Q. Was there a name of that committee?

6 A. I'm trying to come up with it right now.

7 It would have been something similar to the

8 Station Grant Review Committee, or something along

9 those lines.

10 MR. RAPAPORT: Don't guess. If you know, say.

11 If you don't know, say.

12 THE WITNESS: Okay.

13 MR. PYLE: Q. You're not sure?

14 A. Exactly.

15 Q. Did this committee have anything to do

16 with the Healthy Stations Project?

17 A. No.

18 Q. What was the Healthy Stations Project?

19 A. It was a project funded by CPB for the

20 NFCB to work with stations who self-identified as

21 underperforming, whatever that meant to them.

22 The goal of the project was to help them

23 improve their performance.

24 Q. Let's go back to the first committee we

25 were talking about a moment ago, the name of which

DEPOSITION OF L. CHADWICK - 11/21/00 26

1 you can't remember exactly.

2 Do you have any idea what the impetus was for

3 starting a committee that would look at how radio

4 stations could survive without federal funds?

5 A. Every year CPB, while I was at NFCB, CPB

6 would convene a group to consult with them, a

7 group representative of the field of public radio,

8 to consult with them on how CPB dollars were being

9 allocated to public radio stations.

10 In 1993 or '94, the leadership in the United

11 States congress, the majority leadership, had

12 proposed defunding public broadcasting.

13 This committee X was convened to help the field

14 cope with that.

15 Q. Was it in approximately '93 or '94 that

16 it was convened, sometime around there?

17 A. Uh-huh, I think it was, yeah.

18 Q. Do you recall approximately how many

19 people were on the committee?

20 A. 16 or 18.

21 Q. Was Pat Scott on that committee?

22 A. I think so, yes.

23 Q. Do you remember who the chair of the

24 committee was?

25 A. Well, it was convened by CPB. I don't

DEPOSITION OF L. CHADWICK - 11/21/00 27

1 know if there was a chair, per se.

2 MR. PYLE: Let's go off the record for a

3 second.

4 (Break taken, 11:50 - 12:05.)

5

6 (At this point, the deposition commenced

7 being recorded audibly by Liam Kirscher.)

8

9 MR. PYLE: Back on the record.

10 THE AUDIOGRAPHER: This is Liam Kirscher. My

11 address is 775 East Blithedale, No. 176,

12 Mill Valley, California, 94941.

13 The date today is November 21st. The time is

14 12:06.

15 The place of the deposition, Siegel & Yee

16 offices, 499 - 14th Street, Suite 220, Oakland,

17 California. Case name: Adelson, et al., versus

18 Pacifica.

19 This is the deposition of Lynn Chadwick taken

20 by plaintiffs.

21 Please identify yourselves.

22 MR. PYLE: Hunter Pyle for the plaintiffs.

23 MR. RAPAPORT: Daniel Rapaport, Wendel, Rosen,

24 Black & Dean for the defendants.

25 For the record, Liam, outside you advised us

DEPOSITION OF L. CHADWICK - 11/21/00 28

1 you're not employed by any party to this action.

2 THE AUDIOGRAPHER: That's correct.

3 MR. RAPAPORT: And you don't work for KPFA.

4 THE AUDIOGRAPHER: Correct.

5 MR. RAPAPORT: You understand the transcript

6 that you make is for the use of the parties, and

7 can't be disseminated to a person other than a

8 party before Mr. Pyle and I duke it out in court

9 should we so desire?

10 THE AUDIOGRAPHER: Yes, of course.

11 MR. RAPAPORT: I'm not waiving any rights of

12 2025 or 2025.3, but for purposes of trying to get

13 rolling, we'll go forward.

14 MR. PYLE: Thank you. I appreciate that.

15 Q. Ms. Chadwick, you were previously

16 administered an oath, and you remember that oath?

17 A. Yes.

18 Q. Before we took a --

19 MR. RAPAPORT: One other thing.

20 Whatever it costs you to make a copy of this,

21 I'll pay you for a copy, and I'll give you my card

22 right now.

23 Go.

24 MR. PYLE: Q. Before we took a break, we were

25 talking about the committee that you served on

DEPOSITION OF L. CHADWICK - 11/21/00 29

1 that had been convened by CPB.

2 A. Yes.

3 Q. Did that committee use Arbitron ratings

4 in any way or refer to Arbitron ratings?

5 A. There were several proposals on the table

6 to be used to establish the value of public radio,

7 most notably for the questions that CPB was

8 receiving from the congress. And among those

9 measurements that were discussed were Arbitron

10 ratings.

11 Q. Did the committee reach any decisions

12 with respect to Arbitron ratings?

13 A. The committee proposed -- proposed -- it

14 was the advisory committee -- advised CPB that

15 there were multiple ways to measure the value to

16 the community that they thought would be useful in

17 supporting the plea before the United States

18 congress to continue funding.

19 By the time the committee had met several times

20 and it was working on this, the congress had

21 modified its position, we were advised, from

22 totally defunding public broadcasting to providing

23 funding for one public station per market area

24 per -- so people would be able to receive one

25 signal from the station.

DEPOSITION OF L. CHADWICK - 11/21/00 30

1 MR. RAPAPORT: I have to interrupt for a

2 second.

3 I forgot one other thing we talked about on the

4 phone, so I want to put that on the record.

5 Not only will Liam hold the transcript, but you

6 will take any recording, and we've agreed that you

7 can provide it to any of the named plaintiffs in

8 this proceeding, but that it won't go any farther

9 than that without us having an opportunity of

10 notice of that sufficiently in advance for us to

11 seek a motion for a protective order.

12 MR. PYLE: That's right. We did enter that

13 agreement.

14 Q. After congress made that modification --

15 A. It was in discussion.

16 We on the committee believed collectively, the

17 committee believed that there was value to having

18 multiple services available, multiple stations

19 available to listeners.

20 We wanted to provide a way to measure the fact

21 that the community was listening and supported the

22 stations.

23 So it came out in two ways that could be shown

24 was the proposal that we put forth.

25 One was a certain number -- a certain Arbitron

DEPOSITION OF L. CHADWICK - 11/21/00 31

1 measurement, and the second was a per capita

2 financial contribution -- a certain size of

3 financial contribution that came from the

4 community that varied in size with the size of

5 that community.

6 Q. Did you personally believe that the

7 Arbitron measurements were a good way of

8 determining how popular a particular station was?

9 A. I thought that the two-level proposal was

10 a good proposal. It was two-prong.

11 Q. So taken together, that was a good way of

12 measuring how popular a station was?

13 A. I thought it was a way that would be

14 persuasive to the congress.

15 MR. RAPAPORT: I want to put an objection on

16 the record which is not -- is the beginning or the

17 genesis of an objection, that we're taking up too

18 much time with irrelevant matters.

19 You certainly are entitled to go into

20 irrelevant matters, but it appears to me we may be

21 on a track to get to burdensome and harassing time

22 frames.

23 If we spend our time talking about issues that

24 have nothing at all to do with this lawsuit, we'll

25 get into a situation where this witness' time and

DEPOSITION OF L. CHADWICK - 11/21/00 32

1 my time will be unreasonably taken.

2 So I want to alert you to my concern and ask

3 that you do your best to direct your questions to

4 things that have something to do with this case.

5 MR. PYLE: Q. Let's talk about the Healthy

6 Stations Project briefly.

7 Were you involved in that project?

8 A. Yes.

9 Q. What was your role in that project?

10 A. It was an NFCB project. I worked on the

11 proposal, and I worked on designing the project,

12 and I worked with some of the stations in certain

13 portions of that project.

14 Q. Was there a committee of people that was

15 responsible for implementing the project?

16 A. We had staffers of the NFCB and sometimes

17 consultants.

18 Q. Did the project advocate using Arbitron

19 ratings to determine how popular a station was in

20 a particular area?

21 A. No.

22 Q. We've talked a little bit already about

23 your relations with CPB before you started at

24 Pacifica.

25 Other than what we've talked about, were there

DEPOSITION OF L. CHADWICK - 11/21/00 33

1 any individuals at CPB that you worked with

2 closely before you came to Pacifica?

3 A. I knew several people at CPB.

4 One of my jobs, one of the components at NFCB

5 was to work with CPB on behalf of the stations at

6 NFCB.

7 Q. Whom did you know at CPB?

8 Is there a lot of people?

9 A. There are a lots of people.

10 Q. Let me ask you specific names.

11 Did you know Richard Madden?

12 A. Yes.

13 Q. Did you know Robert Coonrod?

14 A. Yes.

15 Q. Can you tell me just briefly how you got

16 to know Richard Madden?

17 A. Richard Madden is now the vice president

18 for radio at CPB, and he worked at radio at CPB in

19 various capacities. So I would -- he convened --

20 he was the convener of those committees that

21 happened sometimes, so he would convene those

22 meetings.

23 He was also worked on several components of

24 public radio funding to public radio stations

25 through CPB, and I would talk to him in that

DEPOSITION OF L. CHADWICK - 11/21/00 34

1 capacity.

2 Q. How about Mr. Coonrod?

3 A. He's the president and CEO of CPB.

4 He was formally the chief operating officer,

5 and I would meet him at places when he came into

6 committee meetings and introduced himself.

7 Q. You mentioned already that you had served

8 on a committee with Pat Scott?

9 A. Yes.

10 Q. And that you knew her professionally

11 through events that NFCB would put on?

12 A. Yes.

13 Q. Is there any other way you got to know

14 her prior to you coming to Pacifica?

15 A. We were professional colleagues. I think

16 sometimes -- she was on the board of directors of

17 NFCB, and I knew her in that capacity, too.

18 Q. Let's jump forward to your tenure at

19 Pacifica.

20 You told me before that your -- I thought you

21 told me before that your first job at Pacifica was

22 as director of planning and operations.

23 Is that true?

24 A. That's true.

25 Q. Did you hold any other position with

DEPOSITION OF L. CHADWICK - 11/21/00 35

1 Pacifica prior to that?

2 A. Uh, I was contracted out by NFCB to work

3 for Pacifica as the interim acting general

4 manager, but I was not employed by Pacifica at

5 that time. I was employed totally by NFCB.

6 Q. When did that begin and when did that

7 end?

8 A. It began roughly in July of '97 and ended

9 I think it was December 30th of '97.

10 Q. How was it that you came to work at

11 Pacifica as the interim manager?

12 A. Uh, Marcie Lockwood and Dick Bunce came

13 over to NFCB and asked me for a meeting and said,

14 "We need help because we've had two major

15 resignations at the station, the general manager

16 and the program director, and can you help us

17 out?"

18 Q. Then what happened, to the best of your

19 understanding?

20 A. Then I took it up with the board of NFCB,

21 because we had done consulting work before.

22 I said, "This is a member station. They need

23 some help. We're in the area."

24 Carol Pierson, was also working with me at

25 NFCB, was also working part-time for KPFA in the

DEPOSITION OF L. CHADWICK - 11/21/00 36

1 capacity of program director. Then --

2 Q. Then was --

3 A. -- then Pacifica contracted with NFCB for

4 our services.

5 Q. And you were chosen?

6 A. Uh-huh.

7 MR. RAPAPORT: That was affirmative?

8 THE WITNESS: Yes.

9 MR. PYLE: That was affirmative.

10 Q. When did you actually accept that

11 position, the position with KPFA; do you remember?

12 A. It would have been sometime in July, I

13 believe.

14 The whole conversation took place over a few

15 weeks. I don't know exactly.

16 Q. What was your intent at the time you

17 accepted the position with KPFA and Pacifica in

18 terms of returning to NFCB?

19 A. It was a full intent. I thought that I

20 would be at KPFA helping them out for six weeks or

21 a couple of months.

22 Q. When did you first realize that it wasn't

23 just going to be six weeks or a couple of months?

24 A. Probably six weeks or a couple months

25 into it, when I was advised that they needed to

DEPOSITION OF L. CHADWICK - 11/21/00 37

1 continue the search process. It was taking longer

2 than they hoped.

3 Q. Were you told anything regarding -- were

4 you told anything with respect to whether you

5 might be offered the position of permanent general

6 manager of KPFA at the time that you accepted this

7 interim position?

8 A. I remember saying early on that I was not

9 interested --

10 MR. RAPAPORT: Keep asking questions.

11 THE WITNESS: -- in being the manager of KPFA.

12 MR. PYLE: Q. When did you say that?

13 A. I suspect in the first meeting we had.

14 Q. Did that ever change?

15 A. No.

16 Q. In other words, you never wanted to be

17 general manager --

18 A. No.

19 Q. -- of KPFA?

20 A. No.

21 Q. What were your job duties as interim

22 general manager?

23 A. Whatever needed doing.

24 Q. Then after that, you became director of

25 planning and operations?

DEPOSITION OF L. CHADWICK - 11/21/00 38

1 A. Yeah.

2 Q. Do you know whether or not that was a new

3 position when you were offered it?

4 A. I don't know if the title had existed

5 before.

6 Q. Did anyone ever tell you that they were

7 creating a new position?

8 A. No.

9 Q. Do you know whether the position had

10 existed with a different title before you got it?

11 A. I don't know that.

12 Q. What was the process by which you became

13 the director of planning and operations?

14 A. Um, I received a phone call.

15 I was not -- I was in Washington, D.C. at the

16 time on family business, and I received a phone

17 call from Pat who asked me if I would be

18 interested in applying for a position with

19 Pacifica.

20 I said, um, "I need to think that over."

21 Q. Did you think it over?

22 A. Yes.

23 Then I talked to her and found out what the

24 responsibilities were, what she was looking for in

25 terms of skills I had, skills she wanted.

DEPOSITION OF L. CHADWICK - 11/21/00 39

1 Q. What did she tell you in terms of the

2 responsibilities that you would have, if anything,

3 as director of planning and operations?

4 A. Well, she told me that she thought that I

5 could help implement the long -- the strategic

6 plan that Pacifica was developing and had been

7 working on developing over several months or years

8 before that time, and that's what she wanted me to

9 help with.

10 Q. Anything else?

11 A. And other tasks as assigned.

12 Q. How about hiring and firing employees?

13 A. I didn't think I would have -- no.

14 Q. Did she tell you anything more about what

15 job duties you would have, other than what you

16 have told me?

17 "She" meaning Pat Scott.

18 A. Probably, but I don't have any details in

19 my mind right now.

20 Q. What was the next step in terms of the

21 process by which you obtained this position?

22 A. I submitted a resume.

23 Q. Was that to Pat Scott you submitted it?

24 A. Um, to Pat Scott or to Mary Tilson, her

25 assistant.

DEPOSITION OF L. CHADWICK - 11/21/00 40

1 Q. What was the next step?

2 A. I was interviewed by Pat and by Dick

3 Bunce.

4 Q. Then what happened?

5 A. I think there were some other things that

6 happened behind the scenes that I did not know

7 about; probably other people were consulted.

8 MR. RAPAPORT: Don't --

9 THE WITNESS: I'm sorry. I'm speculating.

10 MR. RAPAPORT: That's right. Now you know what

11 you're doing wrong.

12 Just tell him what you know.

13 MR. PYLE: Q. Do you know that other people

14 were consulted behind the scene?

15 A. No.

16 Q. Why do you think --

17 A. Because time passed.

18 Q. How much time passed?

19 A. A few weeks.

20 Q. Time passed after the interview and when

21 they told you?

22 A. Uh-huh.

23 Q. A few weeks after the interview, did they

24 tell you you were being offered the position?

25 A. Uh-huh, uh-huh.

DEPOSITION OF L. CHADWICK - 11/21/00 41

1 MR. RAPAPORT: Three "uh-huh's" in a row.

2 THE WITNESS: I need flash cards, "Say yes."

3 MR. PYLE: Q. Who conveyed to you that you

4 were being offered the position?

5 A. Pat Scott.

6 Q. Do you know whether the position had been

7 publicly posted before you were interviewed?

8 A. No, I don't.

9 Q. Did you ever see it publicly posted

10 anywhere?

11 A. I don't recall.

12 Q. Do you know if anyone else was

13 interviewed for the position?

14 A. No.

15 Q. Between your initial conversation with

16 Pat Scott about the job and the time they offered

17 you the job, did you have any other conversations

18 about your job duties in that capacity?

19 A. I don't recall.

20 Q. How about when they offered you the job;

21 did anyone sit down with you and say, "Here's what

22 you're going to be responsible for"?

23 A. Absolutely.

24 Q. Who did that?

25 A. Pat gave me a job description.

DEPOSITION OF L. CHADWICK - 11/21/00 42

1 Q. Did she sit down with you and talk about

2 it?

3 A. Yeah.

4 Q. What was your understanding of what your

5 job duties were going to be?

6 MR. RAPAPORT: It's a little overbroad, but go

7 ahead.

8 THE WITNESS: To work with the Pacifica

9 stations to implement the strategic plan.

10 MR. PYLE: Q. Anything else?

11 A. Other tasks as assigned.

12 Q. Anything else?

13 A. (Witness shakes head.)

14 Q. How about hiring and firing; were you

15 given any responsibilities in terms of hiring --

16 A. No.

17 Q. -- and firing?

18 MR. RAPAPORT: Try to let him finish the

19 question.

20 THE WITNESS: Thank you.

21 MR. PYLE: Let's have this marked as next in

22 order.

23 (Document marked Plaintiff's

24 Exhibit 17 for identification.)

25 MR. PYLE: Q. Why don't you take a look at

DEPOSITION OF L. CHADWICK - 11/21/00 43

1 that and let me know when you're done?

2 A. I've got to find my glasses. I'm sorry.

3 Yes.

4 Q. Do you recognize this document?

5 A. Yes.

6 Q. Can you tell me what it is?

7 A. It's a memo I sent out because there were

8 a lot of new names, and I wanted people to know

9 who they were.

10 Q. And it's dated June 11, 1999; correct?

11 A. Uh-huh.

12 Q. Is this a true and accurate copy of what

13 you sent out at about that time?

14 A. It looks like.

15 Q. Good.

16 Let me turn your attention to the name of Gene

17 Edwards.

18 Do you recall how Gene Edwards came to be

19 working for Pacifica?

20 A. Yes.

21 Q. How did he come to work for Pacifica?

22 A. There was -- I had a concern and the

23 executive committee of the board had a concern

24 that we have a human resources person on the

25 staff.

DEPOSITION OF L. CHADWICK - 11/21/00 44

1 So we started looking around for various people

2 to do that, and decided, as a first step, to hire

3 a short-term specialist while we organized the

4 job.

5 Q. When you say "we," whom are you referring

6 to?

7 A. I guess I'm using -- me.

8 Q. You decided --

9 A. In consultation with the national

10 office's staff and the executive committee of the

11 board.

12 Q. So did you actually make the decision to

13 hire Gene Edwards?

14 A. Yes.

15 Q. Did you do any background research on

16 Mr. Edwards before you hired him?

17 MR. RAPAPORT: Objection; vague.

18 You mean did she read the resume, or did she

19 hire the FBI or CIA operatives to check him out?

20 MR. PYLE: Q. Did you do any research at all

21 on Mr. Edwards before you hired him?

22 A. I examined a resume, and I interviewed

23 him.

24 Q. Do you know what company he worked for

25 prior to his short-term assignment with Pacifica?

DEPOSITION OF L. CHADWICK - 11/21/00 45

1 A. He worked for several large companies

2 around the country.

3 Q. Do you remember which?

4 A. Actually, I don't right now.

5 Q. Does the name IPSA ring a bell?

6 A. I've read something about that on the

7 E-mails that I received.

8 MR. RAPAPORT: That wasn't the question.

9 The question is --

10 THE WITNESS: Does it ring a bell?

11 MR. RAPAPORT: As being an entity that this

12 fellow worked for.

13 THE WITNESS: No, I had no idea he was

14 associated with that.

15 MR. PYLE: Q. Did you know one of Gene

16 Edward's specialties was resolving difficult

17 situations involving termination of employees?

18 MR. RAPAPORT: Objection; no foundation.

19 MR. PYLE: Q. Is that something you were aware

20 of at the time you hired him?

21 A. I knew that he worked with some companies

22 that had down-sized.

23 Q. What role did you see Mr. Edwards playing

24 at Pacifica for the period after which you hired

25 him?

DEPOSITION OF L. CHADWICK - 11/21/00 46

1 A. I wanted him to review the personnel

2 files of Pacifica and to make sure they were

3 complete, and to provide assistance to any of the

4 managers that had human resource questions.

5 Q. What do you mean when you say "complete"

6 in reference to the personnel files?

7 A. Pacifica has a national office, and then

8 there's several stations.

9 I wanted to make sure that all the stations

10 were maintaining -- um -- had good records on

11 their employees.

12 Q. When you mentioned personnel issues at

13 the different stations, did you have anything in

14 particular in mind when you hired him?

15 A. No.

16 Q. Were there any personnel issues at the

17 different stations that needed resolution?

18 A. No.

19 When I say "issues," it was more about managers

20 wanting to talk about rewriting job descriptions,

21 or what needed to be in their files to be

22 complete; that sort of thing.

23 Q. How many employees did the Pacifica

24 Foundation have at the time you hired Gene

25 Edwards?

DEPOSITION OF L. CHADWICK - 11/21/00 47

1 A. About a hundred.

2 Q. Did Mr. Edwards review each of the files

3 of those 100 employees?

4 MR. RAPAPORT: Objection; calls for

5 speculation.

6 THE WITNESS: He started on that task.

7 MR. PYLE: Q. Do you know whether he finished

8 or not?

9 A. I don't believe he ever finished it.

10 Q. How long did he work for Pacifica?

11 A. Some, approximately six months.

12 Q. How much was he paid for his work at

13 Pacifica?

14 A. Approximately -- I think he was paid as a

15 consultant, approximately, at the per annum rate

16 of around $50,000. I don't recall exactly.

17 Q. During that six-month time, was he

18 working full-time, half-time, quarter-time?

19 A. Full-time.

20 Q. Other than reviewing the personnel files,

21 are you aware of any other service that he

22 actually provided to Pacifica during the six-month

23 period that we've been talking about?

24 A. Shortly after Gene was hired, the

25 activity of the Pacifica Foundation became

DEPOSITION OF L. CHADWICK - 11/21/00 48

1 unusual.

2 He assisted me in a variety of capacities

3 during the crisis that occurred at KPFA.

4 Q. How did he assist you?

5 A. Everything from escorting me when I was

6 advised that my personal safety was in danger,

7 just whatever needed doing.

8 Q. Can you think of anything else besides

9 escorting you that he actually did?

10 A. Sure.

11 He actually helped -- he was trying to help

12 manage the operations at KPFA.

13 Q. So what did he do?

14 A. He would go in the station and see if

15 there was any work that needed to be done or any

16 connection with the national office that needed to

17 happen and talk to employees and try to manage

18 things to keep the station going and Pacifica

19 going.

20 Q. Was he some kind of acting interim

21 manager during this period of time?

22 MR. RAPAPORT: "Some kind of acting manager" --

23 you mean, did he assume the duties of that, or did

24 he get the title?

25 MR. PYLE: Let's start with the duties.

DEPOSITION OF L. CHADWICK - 11/21/00 49

1 THE WITNESS: He was on site when I was out of

2 town acting in that capacity.

3 MR. PYLE: Q. When was this that he was acting

4 in this capacity?

5 A. Well, I know I was out of town the end of

6 June for a board meeting.

7 Q. Did he cease to act in that capacity once

8 Garland Gantor came up from Texas?

9 A. He might have ceased before that when I

10 was back in town.

11 Q. You said he worked for approximately six

12 months for Pacifica?

13 A. Uh-huh.

14 Q. When did he start those six months?

15 A. Well, I'm refreshed by reading this memo

16 that he started that week in June.

17 Q. So he worked for Pacifica up through

18 about December?

19 A. Uh-huh, yes.

20 Q. When was it that KPFA went back on the

21 air after the lock-out and the station was shut

22 down?

23 MR. RAPAPORT: I'll object to your

24 characterization as a "lock-out," but you can say

25 the station "shut down."

DEPOSITION OF L. CHADWICK - 11/21/00 50

1 THE WITNESS: From the time the station -- the

2 doors were closed.

3 MR. PYLE: Q. When did the station go back on

4 the air after it had been shut down?

5 A. It went back on the air broadcasting from

6 the Berkeley facility in early August, I believe.

7 Q. So what did Gene Edwards do between early

8 August and December of 1999?

9 A. He was working on the personnel records

10 and helping station managers who had questions

11 about personnel matters.

12 Q. Did he submit any kind of report to you

13 regarding the personnel records?

14 MR. RAPAPORT: Written or oral, any kind of

15 report?

16 MR. PYLE: Let's start with written.

17 THE WITNESS: I don't recall a written report.

18 MR. PYLE: Q. Did he give you an oral report?

19 A. Yes.

20 Q. How many times?

21 A. We had staff meetings approximately once

22 a week.

23 Q. What did he tell you about the personnel

24 files; what sorts of things did he tell you about

25 the personnel files?

DEPOSITION OF L. CHADWICK - 11/21/00 51

1 MR. RAPAPORT: Objection; overbroad.

2 Go ahead.

3 THE WITNESS: Where they were located, whether

4 we had copies in the national office or at the

5 stations; his plans to visit some of the stations

6 and help them and review the records; things he

7 thought we should include in our employee records;

8 recommendations for improvement on our human

9 resources functions.

10 MR. PYLE: Q. When you say he assisted station

11 managers with human resource issues during this

12 period of time --

13 A. Uh-huh.

14 Q. -- what specifically did he do?

15 A. He helped them write position

16 descriptions.

17 He went to a couple of conferences to do some

18 recruiting.

19 Q. Was the position that you hired Gene

20 Edwards into ever posted publicly?

21 A. I don't recall that; no.

22 Q. Was a job description for Mr. Edwards

23 ever written up?

24 A. We did have a written agreement on it, I

25 believe.

DEPOSITION OF L. CHADWICK - 11/21/00 52

1 Q. You had a written agreement with him?

2 A. Uh-huh.

3 Q. Did that set forth his job duties?

4 A. I believe so.

5 Q. You said that you decided to hire him

6 after consulting with certain individuals.

7 With whom did you consult prior to hiring

8 Mr. Edwards?

9

10 (Whereupon Sherry Gendelman arrived at 12:38)

11

12 A. My staff, the executive committee on the

13 board, people in the field, I believe to get ideas

14 for people.

15 Q. Whom on the executive committee?

16 A. The entire committee.

17 Q. Did you present the name of Mr. Edwards

18 to the executive committee as someone that you

19 wished to hire?

20 A. I don't recall that.

21 Q. How did you discuss him with the

22 executive committee?

23 A. I discussed the fact that they had told

24 me that that was a position that they wanted to

25 see filled, and how was I going to fill that.

DEPOSITION OF L. CHADWICK - 11/21/00 53

1 I gave them a proposal of bringing in a

2 consultant to help define the task, the job and

3 then look for a long-term solution.

4 Q. When you say "they," who are you

5 referring to?

6 A. The executive committee.

7 Q. The entire committee?

8 A. Uh-huh.

9 Q. Did you negotiate Mr. Edwards' salary

10 with Mr. Edwards directly?

11 A. Yes.

12 Q. Did anyone else participate in that

13 negotiation besides you?

14 A. No.

15 Q. How did you arrive at his salary of

16 approximately $50,000 a year?

17 A. From looking at what the field was

18 paying, and what we could afford to pay.

19 Q. What did you do to determine what you

20 could afford to pay?

21 A. I looked at the budget of the

22 organization.

23 Q. Was there a line item in the budget for a

24 human resources specialist?

25 A. Not at that time -- that's not true.

DEPOSITION OF L. CHADWICK - 11/21/00 54

1 It had been discussed. We had had a person on

2 the staff in terms of -- Mary Tilson had been

3 acting to some degree in a human resources

4 capacity.

5 Q. So you think there might have been a line

6 item for a human resources specialist?

7 A. There was some salary allocated for that

8 purpose.

9 Q. Did Ms. Tilson cease her responsibilities

10 in that regard when Gene Edwards came on board?

11 A. Mary had left the organization some

12 months before he came on board.

13 MR. PYLE: Let's take a break.

14 (Break taken 12:41 - 12:58.)

15 THE AUDIOGRAPHER: We're back on the record at

16 12:58.

17 MR. PYLE: Q. Ms. Chadwick, directing your

18 attention back to Plaintiff's 17, the first name

19 on the list is Marie Acosta Ponce.

20 Do you recognize that name?

21 A. Yes.

22 Q. Do you remember who made the decision to

23 hire Marie Acosta Ponce?

24 A. Uh, Cheryl Garner-Shaw and I did.

25 Q. What were Ms. Ponce's job duties?

DEPOSITION OF L. CHADWICK - 11/21/00 55

1 A. She was responsible for the grants to the

2 national organization.

3 Q. Was her job posted before she was hired?

4 A. Yes.

5 Q. Do you recall what her salary was?

6 A. No.

7 Q. Where was her job posted?

8 A. I don't recall all the places it was

9 posted.

10 Q. What was the process by which you and

11 Cheryl Garner-Shaw decided to hire Ms. Ponce?

12 A. It was a budgeted item, and it was

13 vacant.

14 Q. Did you interview different individuals

15 for that position?

16 A. I interviewed a few finalists with

17 Cheryl. Cheryl interviewed more people than I

18 did.

19 Q. Backing up for a minute to Mr. Edwards,

20 you said he was responsible for reviewing the

21 personnel files.

22 Do you know whether he actually removed

23 anything from any personnel files of Pacifica

24 employees?

25 A. I don't believe so.

DEPOSITION OF L. CHADWICK - 11/21/00 56

1 Q. Did he ever tell you that he was removing

2 something from someone's file?

3 A. No.

4 Q. Let's go down to Elan Fabbri; do you

5 recognize that name?

6 A. Yes.

7 Q. Was Elan Fabbri hired by Pacifica

8 Foundation?

9 A. Yes.

10 Q. In what capacity?

11 A. As the national communications director.

12 Q. What were her job duties in that

13 capacity?

14 A. To provide internal and external

15 communications.

16 Q. Who made the decision to hire Elan

17 Fabbri?

18 A. I did.

19 Q. Did you consult with anyone before doing

20 that?

21 A. I don't believe so.

22 Q. Was her position posted before she was

23 hired?

24 A. Yes.

25 Q. Where was it posted?

DEPOSITION OF L. CHADWICK - 11/21/00 57

1 A. In several places. I don't recall all of

2 them, but they were -- there were some places we

3 regularly posted jobs throughout the field and in

4 the area for people in the Bay Area.

5 Q. Like where?

6 A. I think we used -- there's a non-profit

7 organization, news letter for non-profits, and

8 that's one that I recall. I can't recall all the

9 places we posted it.

10 Q. What is that news letter called?

11 A. I don't recall the name of it. It might

12 come to me later.

13 Q. I'd appreciate it if you tell me if it

14 does come to you.

15 A. I'll make a note. It will come to me.

16 Q. Did you interview anyone besides Elan

17 Fabbri for that position?

18 A. Yes.

19 Q. How many people did you interview?

20 A. At least two or three other people.

21 Q. Was it just you that interviewed them, or

22 were there other people involved?

23 A. Cheryl Garner-Shaw also assisted in the

24 interviews.

25 Q. What was Elan Fabbri's salary?

DEPOSITION OF L. CHADWICK - 11/21/00 58

1 A. I don't recall.

2 Q. Was that a budgeted position?

3 A. Yes.

4 Q. How about Cheryl Garner-Shaw, did you

5 make the decision to hire her as national

6 development director?

7 A. No.

8 Q. Who did?

9 A. She was on staff. When I came on staff

10 as operations and policy, she was already on staff

11 when I came.

12 Q. Now when you were hired by Pacifica

13 initially, did you have an understanding of what

14 Pacifica's mission was?

15 A. Yes.

16 Q. What was your understanding of what

17 Pacifica's mission was at the time you were hired?

18 A. Pacifica had five radio stations and a

19 national programming service.

20 The purpose was to operate five stations and

21 run the national programming service and maintain

22 an archive.

23 Q. Was it part of Pacifica's mission to

24 maintain self-sustaining radio stations?

25 MR. RAPAPORT: You mean, again, her

DEPOSITION OF L. CHADWICK - 11/21/00 59

1 understanding of the mission?

2 MR. PYLE: Correct.

3 MR. RAPAPORT: All these questions have to do

4 with your understanding.

5 THE WITNESS: Well, Pacifica needs to sustain

6 itself, and it is -- so the organization needs to

7 be self-sustaining collectively.

8 MR. PYLE: Q. Is that part of its mission, to

9 be self-sustaining?

10 A. Well, in order to be an organization, it

11 has to be sustaining.

12 Q. I'm not trying to quibble with you.

13 A. I'm having a little hard -- maybe we're

14 not understanding each other here.

15 Q. Okay.

16 Well, Pacifica has a mission statement --

17 A. Yes.

18 Q. -- right?

19 And listed in that mission statement, is one of

20 Pacifica's missions to maintain self-sustaining

21 radio stations?

22 A. I don't recall that term.

23 Q. Is one of Pacifica's mission to promote

24 the full distribution of information?

25 MR. RAPAPORT: Just to clarify, I'd appreciate

DEPOSITION OF L. CHADWICK - 11/21/00 60

1 if your questions would repeat "her understanding"

2 so we're a clear record.

3 MR. PYLE: Okay.

4 Q. To the best of your understanding, is

5 another one of Pacifica's mission to promote the

6 full distribution of information?

7 A. Yes.

8 Q. To the best of your understanding, is

9 another one of Pacifica's missions to promote

10 freedom of the press?

11 A. Yes.

12 Q. Is another one of Pacifica's missions, to

13 the best of your understanding, to create an

14 independent funding base?

15 A. Yes.

16 Q. Has Pacifica's mission changed at all

17 during the period of time in which you have been

18 an employee of the Pacifica Foundation?

19 A. No.

20 Q. Now, did NFCB have a mission?

21 A. Yes.

22 Q. Was NFCB's mission different from

23 Pacifica's?

24 A. Yes.

25 Q. How is it different from Pacifica's?

DEPOSITION OF L. CHADWICK - 11/21/00 61

1 A. NFCB is a membership organization of many

2 different stations, licensed to many different

3 entities.

4 Q. What is its purpose for existing, to the

5 best of your understanding?

6 A. To support those stations in achieving

7 their individual missions and to encourage

8 community radio in the United States.

9 Q. During the course of your tenure at

10 Pacifica, the bylaws with respect to how governing

11 board directors are elected have changed.

12 Is that an accurate statement?

13 MR. RAPAPORT: I'll object. It calls for a

14 legal conclusion, there's no foundation, it's

15 overbroad.

16 THE WITNESS: I don't think the election

17 process has changed.

18 MR. PYLE: Q. Have the bylaws with respect to

19 the election of directors changed, the actual

20 written bylaws?

21 A. With respect to election --

22 Q. -- of directors.

23 A. No.

24 Q. This is a copy of something that has

25 already been introduced as an exhibit. It's

DEPOSITION OF L. CHADWICK - 11/21/00 62

1 marked as -- for the record, it's already been

2 introduced as Exhibit 8-F, what you're looking at

3 there.

4 Are you familiar with the Pacifica Foundation's

5 bylaws?

6 A. Yes.

7 Q. Did you have any occasion to observe the

8 process by which local advisory boards nominated

9 and elected directors prior to September of 1997?

10 MR. RAPAPORT: I'll object. It assumes --

11 there's no proper foundation for it.

12 You said, "nominated and elected."

13 It assumes that local station advisory boards

14 elected members directly to the board, also it's

15 vague on that point.

16 You can ask her if she observed the process and

17 ask her to describe the process.

18 MR. PYLE: Okay.

19 Q. Did you have any occasion to observe the

20 local advisory boards in the process of nominating

21 and/or electing directors to the governing board

22 prior to September of 1997?

23 A. No.

24 Q. Do you have any understanding of how the

25 process worked prior to 1997 with respect to how

DEPOSITION OF L. CHADWICK - 11/21/00 63

1 local advisory boards would nominate and/or elect

2 members of the governing board?

3 A. My understanding is that local advisory

4 boards would submit nominees to the governing

5 board, and then the governing board would act to

6 elect or not elect those members to the board.

7 Q. What is that understanding based on?

8 A. It's based on observing the board in

9 action, and in my role being given assignments by

10 the board.

11 Q. When you say "observing the board in

12 action," are you talking about observing it prior

13 to September of 1997?

14 A. No.

15 Q. Okay.

16 A. I guess -- I'm not trying to be

17 difficult.

18 Q. My question is time specific, so let me

19 state it again.

20 A. Yes.

21 Q. Do you have an understanding of how the

22 process worked with respect to local advisory

23 boards nominating and/or electing directors prior

24 to September of 1997?

25 A. Based on reading the bylaws or based

DEPOSITION OF L. CHADWICK - 11/21/00 64

1 on --

2 MR. RAPAPORT: He's saying based on anything.

3 MR. PYLE: Q. Based on anything.

4 A. Yeah, yes.

5 Q. All right.

6 Is your understanding what you said a few

7 moments ago about L.A.B.s nominating and the

8 governing board voting?

9 A. Yes.

10 Q. What is that understanding based on?

11 A. That I talked to staffers when I was a

12 staffer in 1998 saying -- asking how this was

13 happening, and being advised this is our process;

14 that nominees are forwarded, and somehow having to

15 put together packages for the board to look at

16 nominees.

17 Q. This was after September of 1997;

18 correct?

19 A. Yes, yes.

20 Q. So --

21 A. So I want to find out what the practice

22 had been prior to that so I could continue

23 operating.

24 Q. So you spoke to members of your staff

25 about the process?

DEPOSITION OF L. CHADWICK - 11/21/00 65

1 A. Yes.

2 Q. Whom did you speak to about it?

3 A. Um, they weren't my staff in early 1998,

4 but speaking to the national staff, Pat Scott,

5 Dick Bunce, Mary Tilson.

6 Q. These were all conversations you had

7 after September of 1997; correct?

8 A. Uh-huh.

9 Q. Other than your conversations with Pat

10 Scott, Dick Bunce and Mary Tilson, was your

11 opinion about how the election procedure worked

12 based on anything else?

13 A. I talked to board members who served

14 prior to that period as well, and were serving on

15 the board at the time.

16 Q. Whom did you speak to?

17 A. People on the Nominating Committee or the

18 board. I think it's called the Board Development

19 Committee.

20 Q. Whom did you speak to on the Nominating

21 Committee?

22 A. Or the/Board Development Committee.

23 David Acosta, who is the chair of that

24 committee.

25 Q. Anyone else?

DEPOSITION OF L. CHADWICK - 11/21/00 66

1 A. I talked to Roberta Brooks. I don't know

2 if she was on that committee, but she had a long

3 history with the organization.

4 Q. Did any of the people you spoke to tell

5 you that the governing board had ever debated

6 whether or not to elect an individual who was

7 nominated by a local advisory board?

8 A. I understood that they had talked about

9 nominees;

10 That it was the course of practice to get

11 resumes from nominees, and board members would

12 talk to them;

13 That the committee would discuss the nominees

14 as a committee.

15 Q. So your understanding was that one of the

16 committees you mentioned would actually discuss,

17 meaning the Nomination or the Board Development

18 Committee, would actually discuss the L.A.B.

19 nominated directors substantively?

20 A. Yes.

21 Q. Of the people whom you have spoken about,

22 can you tell me who, if anyone, told you that,

23 that exact bit of information?

24 If you can't, you can't, but I need to know if

25 you can.

DEPOSITION OF L. CHADWICK - 11/21/00 67

1 A. That is what I was given to understand.

2 Q. Who gave you to understand that?

3 A. I think, I believe it was Roberta and

4 David Acosta, at least.

5 Q. Now, to the best of your understanding,

6 has that process changed since September of 1997?

7 A. The process of reviewing nominees and

8 then the board electing them?

9 Q. By which directors are elected to the

10 governing board.

11 A. No.

12 Q. It hasn't changed at all?

13 A. The process of reviewing nominees?

14 Q. Yes.

15 A. Uh-huh. Oh, let me say it right.

16 No, no, nothing has changed.

17 Q. To the best of your understanding, how

18 are governing board members elected right now?

19 MR. RAPAPORT: You mean station board, station

20 board nominees, or at-larges?

21 MR. PYLE: I mean any. I mean any.

22 Q. What are the different ways?

23 A. The board communicates with L.A.B.s and

24 asks for nominees.

25 The Board Development Committee also looks for

DEPOSITION OF L. CHADWICK - 11/21/00 68

1 nominees and has a general solicitation for

2 nominees.

3 Resumes are accepted and different board

4 members, depending on their geographic location,

5 meet with nominees.

6 Q. If a local advisory board currently wants

7 to nominate a director to the governing board,

8 what is the procedure that they follow?

9 MR. RAPAPORT: Objection; no foundation.

10 Go ahead.

11 THE WITNESS: They would ask a national office

12 staffer or a board member, or they would convey a

13 resume -- resumes are the only documents I've

14 seen -- to the board who in turn would turn it

15 over to the Board Development Committee for their

16 review and consideration.

17 Then names are offered at board meetings, and a

18 vote is taken.

19 MR. PYLE: Q. Do local advisory boards

20 currently have to submit nominations through the

21 Board Development Committee, to the best of your

22 understanding?

23 A. They don't have to submit it to the

24 Nominating Committee, but it somehow goes to the

25 nominating -- or the Board Development Committee,

DEPOSITION OF L. CHADWICK - 11/21/00 69

1 that's the task of that board.

2 Q. Can local advisory boards present

3 nominees directly to the governing board directly

4 for vote, to the best of your understanding?

5 MR. RAPAPORT: Objection; no foundation.

6 THE WITNESS: Are you referring to at a board

7 meeting, or conveying the nominee's name to the

8 governing board?

9 I'm sorry. I don't mean to be --

10 Q. That's okay. That's another rule of

11 deposition. It's my burden to ask a clear

12 question.

13 If you don't understand a question, I

14 appreciate you telling me you don't.

15 My question to you, under the present bylaws,

16 if a local advisory board wants to nominate a

17 director to the governing board, can they submit

18 that nomination directly to the governing board

19 for a vote on that individual, or do they have to

20 submit it, or does that nomination have to go

21 through the development committee?

22 A. All the nominees are going through the

23 Development Committee, to the best of my

24 knowledge, right now.

25 Q. Is the Development Committee free to

DEPOSITION OF L. CHADWICK - 11/21/00 70

1 reject a nomination from a local advisory board

2 under the current system?

3 MR. RAPAPORT: Objection; calls for a legal

4 conclusion, no foundation.

5 THE WITNESS: Can you repeat that question?

6 MR. PYLE: Sure.

7 Q. Is the Board Development Committee free

8 to reject a director nominated by one of the local

9 advisory boards under the current system?

10 MR. RAPAPORT: Same objections.

11 THE WITNESS: My knowledge is the Board

12 Development Committee forwards nominations to the

13 board.

14 MR. PYLE: Q. Under all circumstances?

15 A. That is the way the board was operating

16 through the period I was executive director. So I

17 don't know what's gone on, frankly, in the last

18 several months.

19 Q. Let me ask you about the time that you

20 were executive director. Let me ask it in sort of

21 a hypothetical.

22 If a local advisory board nominated someone

23 that the Board Development Committee found totally

24 reprehensible for whatever reason, could the

25 Development Committee tell the advisory board, "We

DEPOSITION OF L. CHADWICK - 11/21/00 71

1 voted on this person, and we rejected them"?

2 MR. RAPAPORT: Objection; calls for a legal

3 conclusion. It's also vague.

4 Do you mean they could render their opinion to

5 the national board, or they could preclude the

6 national board from even considering the nominee?

7 MR. PYLE: Q. They could refuse to bring that

8 individual before the national board for a vote.

9 MR. RAPAPORT: I'll withdraw my vagueness

10 objection.

11 THE WITNESS: I believe so.

12 MR. PYLE: Q. Now, prior to September of 1997,

13 isn't it true that the local advisory boards could

14 nominate directors directly to the governing board

15 without having to go through the Board Development

16 Committee?

17 A. I don't know the answer to that.

18 Q. Were you present at the Pacifica

19 Foundation meeting in September of 1997?

20 A. Yes --

21 Q. Okay.

22 A. -- at portions of the meeting.

23 Q. In what capacity were you present at that

24 meeting?

25 A. As the acting interim general manager of

DEPOSITION OF L. CHADWICK - 11/21/00 72

1 KPFA.

2 Q. To the best of your understanding, were

3 the Pacifica Foundation bylaws, with respect to

4 the election of directors, modified in any way at

5 the September 1997 Pacifica meeting?

6 A. I know there was a conversation about it.

7 I wasn't totally clear on what was going on

8 because I had not been to a meeting prior to that,

9 and there was a lot of reference to previous

10 things, and I wasn't following it closely.

11 Q. So you don't know?

12 A. Right.

13 Q. Prior to that meeting, had you heard any

14 discussion of modifying the Pacifica Foundation

15 bylaws with respect to the election of directors

16 to the national board?

17 A. I knew there was some conversation about

18 it, but I didn't know any of the particulars.

19 Q. I will represent to you that it appears

20 as though there was an amendment to the Pacifica

21 bylaws at that meeting.

22 Now, do you have any information regarding who

23 proposed changes to the bylaws with respect to how

24 directors were elected prior to the September 1997

25 meeting?

DEPOSITION OF L. CHADWICK - 11/21/00 73

1 A. No.

2 MR. PYLE: Let's have this marked as next in

3 order.

4 (Document marked Plaintiff's

5 Exhibit 18 for identification.)

6 MR. PYLE: Q. Why don't you take a look at 18,

7 and let me know when you're done.

8 MR. RAPAPORT: Are you sure it's not 19 -- oh,

9 no. I'm sorry. It's 18.

10 THE WITNESS: Yeah.

11 MR. PYLE: Q. Have you ever seen this document

12 before?

13 A. Yeah.

14 Q. This is a letter to Pat Scott from Robert

15 Coonrod dated September 14, 1998.

16 Have you ever discussed this letter with Pat

17 Scott?

18 A. Yep.

19 Q. How many times?

20 A. Several.

21 Q. When was the first conversation you had

22 about this letter with Pat Scott?

23 A. After she received it, probably near the

24 date she received it.

25 Q. What was your capacity at Pacifica at

DEPOSITION OF L. CHADWICK - 11/21/00 74

1 that time?

2 A. I was the, um, director of planning and

3 operations.

4 Q. What did Pat Scott tell you during that

5 conversation?

6 A. I don't know what she told me.

7 I think we talked about what did that mean, to

8 Pacifica; what did it mean to Pacifica when this

9 letter came.

10 Q. Did you talk about CPB's concerns as

11 articulated in this letter?

12 A. Yeah.

13 Q. What did you talk about with respect to

14 those concerns?

15 A. We talked about the fact that, um, the

16 people sitting on the local advisory boards

17 simultaneously on the governing board, it looked

18 like we would -- unless that changed, we would

19 lose CPB financial support.

20 Q. Did you talk about any other concerns at

21 CPB had raised?

22 MR. RAPAPORT: Objection; vague.

23 THE WITNESS: I don't think in the conversation

24 about this letter; I don't recall that.

25 MR. PYLE: Q. Did you talk about the process

DEPOSITION OF L. CHADWICK - 11/21/00 75

1 by which local advisory boards nominated and/or

2 elected directors to the governing board in that

3 conversation?

4 A. Uh, I don't recall that as being the

5 focus of the -- I don't recall that as being the

6 focus of the conversation.

7 Q. Do you recall that coming up in the

8 conversation?

9 A. No.

10 Q. Did Pat Scott ever express concern to you

11 about the way that local advisory boards nominated

12 and/or elected directors to the governing board?

13 A. No.

14 Q. When was the next conversation you had

15 with Pat Scott about this letter?

16 MR. RAPAPORT: Do you mean after the first

17 conversation?

18 MR. PYLE: Correct, not before the first

19 conversation.

20 THE WITNESS: Uh, I don't recall. I know that

21 there was a board meeting coming.

22 MR. PYLE: Q. Do you remember another

23 conversation you had with Pat Scott about this

24 letter?

25 A. I'm sure we talked about it several

DEPOSITION OF L. CHADWICK - 11/21/00 76

1 times; I just don't recall.

2 Q. Who was present during that first

3 conversation that you had with Pat Scott about

4 this letter?

5 A. Well, it's an open office that we had,

6 and there were several people in the room.

7 I don't know if anybody was paying attention to

8 the conversation, but the national office staff at

9 the time was there.

10 Q. Do you mean that they were surrounding

11 you doing other tasks?

12 A. I think so, I think so. It was a pretty

13 informal conversation.

14 Q. Did you ever discuss Exhibit 18 with Mary

15 Berry?

16 A. Yes -- no -- wait. I'm trying to get the

17 years right here.

18 Yes -- I don't -- yes.

19 Q. When did you discuss Exhibit 18 with Mary

20 Berry?

21 A. When we were preparing for the board

22 meeting.

23 Q. Which board meeting?

24 A. The board meeting that was coming up

25 in -- I believe it was in -- I'm trying to

DEPOSITION OF L. CHADWICK - 11/21/00 77

1 remember. I may be getting my years off now.

2 This is where I start getting confused.

3 I think we were preparing materials for the

4 board meeting.

5 Q. For the next board meeting?

6 A. Which was in October sometime that year.

7 Q. Do you recall where you were when you had

8 this conversation with Mary Berry?

9 A. I suspect it was on the telephone, and I

10 was in the Berkeley office.

11 Q. Was anyone else on line with you at that

12 time?

13 A. I don't recall.

14 Q. What did you say to Mary Berry during

15 that conversation about this letter?

16 A. There may have been others on that.

17 It may have been -- I don't know.

18 I said we received this letter, and I'm sure

19 she had seen it by then, and that I wanted to make

20 sure that the right committee had this letter, and

21 that it needed to be discussed by the board at

22 that meeting.

23 Q. What did she say in response?

24 A. It was put on the agenda and referred to

25 a committee. That was the substance of what

DEPOSITION OF L. CHADWICK - 11/21/00 78

1 happened.

2 Q. Did you discuss the substance of the

3 letter?

4 A. Yeah.

5 Q. Did you discuss whether or not the CPB

6 was correct in its conclusions?

7 A. Yes.

8 Q. What did you talk about in that regard?

9 A. We talked about, uh, what did -- we had

10 the booklet from CPB that had recently updated its

11 guidelines, and I made sure every board member

12 would have a copy of the CPB certification

13 requirements booklet;

14 And that the board would have to make a

15 decision whether they were going to deal with the

16 letter or not;

17 And it would be a board decision to be taken up

18 at that meeting;

19 And that could provide the board members with

20 all the relevant information that I could gather,

21 which involved getting copies of that

22 certification requirements book from CPB and

23 distributing it to board members.

24 Q. Was there anything else said about this

25 letter at that board meeting that you can recall?

DEPOSITION OF L. CHADWICK - 11/21/00 79

1 A. I don't recall anything else.

2 Q. How about June Makela; did you have any

3 conversation about this letter with June Makela?

4 A. I probably did.

5 Q. Do you remember any?

6 A. Yeah, we talked about what it would mean

7 to the foundation to continue or not to continue

8 to receive funds through them, through the CPB.

9 Q. When did this conversation take place?

10 A. I think there was a conversation before

11 the board meeting.

12 Q. Is that in person?

13 A. I don't think so. I didn't see June

14 until at the meeting. I imagine it was by

15 telephone.

16 Q. When you say, "before the board meeting,"

17 do you mean the October board meeting?

18 A. Uh-huh.

19 Q. Is that a "yes"?

20 A. Yes. I'm sorry, that was a "yes" in a

21 glass of water.

22 Q. Other than Mary Berry, June Makela and

23 Pat Scott, prior to the October 1998 board

24 meeting, did you discuss this letter with anyone

25 else?

DEPOSITION OF L. CHADWICK - 11/21/00 80

1 A. I probably discussed it with other board

2 members.

3 Q. Can you remember anyone you talked about

4 it with?

5 A. I don't remember specifically, but it was

6 a letter of great concern to board members.

7 Q. Now as far as you know, was Exhibit 18

8 the first written communication between CPB and

9 Pacifica in which CPB expressed concern about the

10 structure of Pacifica's governing board?

11 A. I believe that when CPB sent out the

12 revised booklet, Station Grant Requirements, that

13 had gone out sometime in the preceding summer,

14 that Pat had written something asking for

15 clarification, but I believe -- I don't know that

16 I have seen that letter.

17 MR. PYLE: Counsel, can we have a stipulation

18 that if that letter exists, that it will be

19 produced?

20 I think it's clearly responsive to our document

21 requests.

22 MR. RAPAPORT: Yes, if you have a copy of it or

23 any idea when it's dated, or any information that

24 would help us in finding it, please provide it and

25 it will make it easier to search.

DEPOSITION OF L. CHADWICK - 11/21/00 81

1 MR. PYLE: Q. Do you recall when that letter

2 might have gone out?

3 A. (Witness shakes head.)

4 Q. Is that a "no"?

5 A. Oh, that's a "no."

6 Q. Do you have a specific recollection

7 sitting here today of seeing that letter?

8 A. No.

9 Q. So --

10 A. I know it was a big concern when the

11 booklet came out clarifying CPB rules that several

12 stations, in my capacity working at the NFCB, were

13 concerned about this.

14 Q. Let me ask you one more question, and

15 we'll take a break because we're actually seven

16 minutes over:

17 Other than a possible letter from Pat Scott,

18 are you aware of any other communications from CPB

19 to Pacifica regarding its concerns with respect to

20 Pacifica's governing board structure?

21 A. No.

22 MR. PYLE: Let's go off the record.

23 THE AUDIOGRAPHER: We're going off the record

24 at 1:37.

25 ///

DEPOSITION OF L. CHADWICK - 11/21/00 82

1 (Lunch break taken, 1:37 - 2:10.)

2

3 THE AUDIOGRAPHER: We're going back on the

4 record at 2:10.

5 MR. PYLE: Q. All right, Ms. Chadwick, let's

6 get back to Exhibit 18.

7 If you could direct your attention to the

8 second sentence of the first paragraph, in which

9 it says --

10 A. Oh, telephone, right.

11 Q. Right.

12 It represents that Pat Scott telephoned to ask

13 what, if any, effect this -- referring to the

14 revised communications act requirements -- may

15 have for Pacifica.

16 Did Pat Scott ever tell you that she had called

17 Robert Coonrod to talk about the revised

18 requirements?

19 A. Now that I read that paragraph, I guess

20 that's why I characterized the communication

21 earlier as a letter. It must have been a

22 telephone call.

23 Q. Did she ever express to you anything

24 during that telephone call?

25 A. I think she asked what was relevant from

DEPOSITION OF L. CHADWICK - 11/21/00 83

1 their certification grants, that's what it is.

2 I think that sentence represents the substance

3 of that telephone call.

4 She told me she called with a concern or

5 communicated.

6 I misspoke and said it was a letter.

7 Q. Could you direct your attention to the

8 fourth paragraph on the first page?

9 It's the one that begins, "Based upon my

10 understanding."

11 A. Uh-huh.

12 Q. Then it states, second paragraph states:

13 "If it is true that a majority of

14 members making up Pacifica's governing

15 board are also members of Pacifica

16 station community advisory boards, that

17 makes it also possible for the two to

18 remain distinct and independent."

19 A. Yeah.

20 Q. Did you discuss that language at any time

21 with Pat Scott during the conversation you

22 mentioned before?

23 A. Yep.

24 Q. Did you discuss what you might do to

25 resolve CPB's concern with respect to the

DEPOSITION OF L. CHADWICK - 11/21/00 84

1 structure as set forth in paragraph 4 of Exhibit

2 18?

3 A. I don't believe so. I think that we -- I

4 realized it was going to be a board issue.

5 Q. Let me ask you this:

6 Directing your attention to that sentence I

7 just read, assuming that Mr. Coonrod's

8 interpretation of the law is correct, if Pacifica

9 had prohibited governing board members from

10 simultaneously sitting on both the governing board

11 and the local advisory board, in your opinion,

12 would that have resolved the concern raised in

13 paragraph 4 of Exhibit 18?

14 MR. RAPAPORT: Objection; it calls for a legal

15 conclusion, and it also calls for speculation as

16 to what Mr. Coonrod might be thinking.

17 THE WITNESS: I know that that was the problem.

18 MR. PYLE: Q. That was the problem?

19 A. That was the problem or a problem -- at

20 least a problem, if not the problem.

21 Q. So, as I said before, in your opinion, if

22 Pacifica had simply said, "Look, you can't be a

23 member of the governing board and a local advisory

24 board at the same time," in your opinion, would

25 that have resolved the problem?

DEPOSITION OF L. CHADWICK - 11/21/00 85

1 MR. RAPAPORT: Same objections.

2 THE WITNESS: I don't know the answer to that.

3 MR. PYLE: Q. Did you ever give any thought to

4 that question?

5 A. I'm sure I thought about this problem.

6 Q. Did you ever give any thought to the

7 question of whether Pacifica could resolve the

8 concerns expressed in paragraph 4 by merely

9 prohibiting local advisory board members from

10 simultaneously sitting on the governing board?

11 MR. RAPAPORT: Same objections.

12 THE WITNESS: The question was:

13 Did I ever give it any thought?

14 MR. PYLE: Q. Yes, did you ever consider it?

15 A. Of course I thought about this problem.

16 Q. Not the problem.

17 This particular issue that I've just raised,

18 this particular question.

19 I can restate it if you'd like me to.

20 A. I thought about a lot of solutions for

21 it.

22 Q. Did you think about the particular

23 solution of prohibiting governing board members

24 from simultaneously serving on local advisory

25 boards?

DEPOSITION OF L. CHADWICK - 11/21/00 86

1 A. I didn't think they could do both.

2 Q. Did you think that by prohibiting people

3 from doing both that that would resolve CPB's

4 concerns as articulated in paragraph 4 of

5 Exhibit 18?

6 MR. RAPAPORT: Same objections.

7 THE WITNESS: I don't know if that was the

8 entire problem with CPB at the time I was reading

9 this letter.

10 MR. PYLE: Q. Were you aware of other

11 problems?

12 A. No.

13 Q. Let's focus on that problem, okay, the

14 problem that's set forth in paragraph 4 of

15 Exhibit 18.

16 What did you understand CPB's concern with

17 Pacifica to be as of September 14, 1998?

18 MR. RAPAPORT: Same objections.

19 THE WITNESS: My understanding was that there

20 was a problem with the structure of the L.A.B.s

21 and the governing boards memberships intertwining.

22 MR. PYLE: Q. Let me ask you:

23 By that do you mean to say there was a problem

24 with individuals sitting on both the governing

25 board and the L.A.B.s simultaneously?

DEPOSITION OF L. CHADWICK - 11/21/00 87

1 A. I know that was a problem.

2 Q. Any other problems, any other concerns

3 that you were aware of that CPB had as of

4 September 14, 1998?

5 MR. RAPAPORT: Objection; calls for

6 speculation.

7 THE WITNESS: I don't know if they had other

8 problems with us.

9 MR. PYLE: Q. Right, but I'm asking only about

10 what you knew.

11 You weren't aware of any other concerns that

12 CPB had as of September 14, 1998; correct?

13 A. All I know is what was in this letter,

14 yeah.

15 Q. Now, looking at what is in this letter,

16 sitting here today, do you think that Pacifica

17 could have resolved the concerns set forth in

18 paragraph 4 by simply prohibiting governing board

19 members from simultaneously sitting on local

20 advisory boards?

21 MR. RAPAPORT: Objection; calls for a legal

22 conclusion and calls for speculation.

23 THE WITNESS: I don't know if there were other

24 problems that CPB had.

25 MR. PYLE: Q. Let's put aside the potential

DEPOSITION OF L. CHADWICK - 11/21/00 88

1 for other problems.

2 Focusing on the problem that is set forth in

3 paragraph 4 --

4 A. This was a problem. I know it was a

5 problem that CPB had.

6 I was also very aware that this was an issue

7 for the board to discuss and not for me as a

8 staffer to decide.

9 I don't mean to be unresponsive to your

10 question.

11 Clearly CPB had a problem with people sitting

12 on both boards at the same time.

13 Q. Sitting here today, can you think of any

14 way that Pacifica could have resolved that

15 problem?

16 MR. RAPAPORT: Objection; calls for a legal

17 conclusion, and calls for speculation, and its

18 asked and answered several times.

19 MR. PYLE: Q. Can you think of any way that

20 Pacifica could have resolved the problems set

21 forth in paragraph 4?

22 MR. RAPAPORT: Same objections.

23 THE WITNESS: There were several ways that were

24 discussed among board members on how to solve the

25 problem.

DEPOSITION OF L. CHADWICK - 11/21/00 89

1 MR. PYLE: Q. Okay, but I'm asking about you.

2 A. Me?

3 Q. Yes, I'm asking for your opinion.

4 MR. RAPAPORT: Same objections.

5 THE WITNESS: I don't know that I'm

6 qualified -- well, I guess that's not an answer;

7 is it?

8 MR. PYLE: Q. I'm entitled to get your

9 opinion, and your attorneys will object to that

10 opinion if we try to use it at some time in the

11 future, but I am entitled to get your opinion.

12 MR. RAPAPORT: If you have one.

13 THE WITNESS: My opinion is that the problem

14 could be solved by not having people sit on both

15 boards at the same time.

16 MR. PYLE: Q. Did you ever solicit any advise

17 from any person regarding CPB's concern with

18 respect to Pacifica's governing board structure?

19 MR. RAPAPORT: Answer that question without any

20 reference to legal counsel that you might have

21 discussed it with.

22 MR. PYLE: Well, I don't agree with that.

23 MR. RAPAPORT: Well, I'm instructing her that

24 way.

25 I also want to point out, when you hear

DEPOSITION OF L. CHADWICK - 11/21/00 90

1 whispering on this transcription, that is

2 Ms. Gendelman whispering to Mr. Pyle as opposed to

3 me whispering to Ms. Chadwick.

4 MR. PYLE: I'm entitled to know whether she

5 solicited an opinion.

6 I don't know whether I'm entitled to find out

7 what that opinion is, but given there's a letter

8 from Pacifica's staff that's public, and given

9 that there have been public representations about

10 that opinion made, I don't think you can

11 legitimately claim any privilege in that opinion.

12 MR. RAPAPORT: Appreciate your analysis.

13 MR. PYLE: Q. So the question is:

14 Have you ever solicited an opinion regarding

15 CPB's concern as set forth in paragraph 4 of

16 Exhibit 18?

17 MR. RAPAPORT: And the instruction is:

18 You can answer that without regard to

19 conferences you may or may not have had with

20 counsel.

21 THE WITNESS: I was instructed after the board

22 meeting in October to ask our attorneys for an

23 opinion as to whether this was a valid concern on

24 the part of CPB.

25 MR. PYLE: Other than your attorney, putting

DEPOSITION OF L. CHADWICK - 11/21/00 91

1 that aside for the moment --

2 A. Did I ask anyone for --

3 Q. -- an opinion regarding whether CPB's

4 concerns, as set forth in paragraph 4 of

5 Exhibit 18, were legitimate.

6 A. I don't recall that, no. There was

7 discussion at the board level. I was present at

8 in the board meeting that that was about.

9 Q. In October?

10 A. Uh-huh.

11 Q. We'll get to that. Let's hold off on

12 that for just a second.

13 Turning to paragraph 5 on page 2, the second

14 sentence says:

15 "Failure to comply risks future CPB

16 funding for any station."

17 A. Uh-huh.

18 Q. What was CPB's funding of Pacifica in

19 1998?

20 MR. RAPAPORT: You mean the amount?

21 MR. PYLE: The amount.

22 THE WITNESS: Around a million dollars.

23 MR. PYLE: Q. Was that true for 1999 as well?

24 A. Yes.

25 Q. Is that true, so far as you know, for the

DEPOSITION OF L. CHADWICK - 11/21/00 92

1 year 2000 as well?

2 A. In that neighborhood. I don't know

3 exactly.

4 Q. What is Pacifica's total operating

5 budget, or what was it as of 1998?

6 A. Around $10 million.

7 Q. Is that true in 1999 as well?

8 A. Yeah.

9 Q. And the year 2000 as well?

10 A. I have no idea.

11 Q. Did you ever discuss Exhibit 18 with

12 Robert Coonrod personally?

13 A. I don't think so.

14 Q. Do you know Mr. Coonrod?

15 A. Yes.

16 Q. How do you know him?

17 A. I know him in a professional capacity.

18 Q. How long have you known him for?

19 A. He came on the staff of CPB sometime in

20 the mid-90's.

21 Q. You described your relationship with him

22 as professional?

23 A. Yeah.

24 Q. Did you ever refer to Mr. Coonrod as

25 "Uncle Bob"?

DEPOSITION OF L. CHADWICK - 11/21/00 93

1 A. Maybe as a joke to someone. He is not my

2 uncle.

3 Q. Did you ever repeatedly call him

4 "Uncle Bob" at a KPFA meeting of some sort or

5 another?

6 A. I don't know. I might have said that.

7 Q. Are you pretty close with him, would you

8 say?

9 A. No.

10 MR. RAPAPORT: About as close as Uncle Sam?

11 MR. PYLE: Q. Did you ever apply to work under

12 Mr. Coonrod?

13 A. No.

14 Q. I asked you earlier about Pacifica's

15 mission statement, and I asked you a couple of

16 questions about whether it was part of Pacifica's

17 mission to develop an independent funding base.

18 Do you remember those questions?

19 A. Yes.

20 Q. Do you have any understanding as to why

21 that is an important part of Pacifica's mission?

22 A. Yes.

23 Q. Why do you think it's important?

24 A. Because they don't want to be beholden to

25 any single entity.

DEPOSITION OF L. CHADWICK - 11/21/00 94

1 Q. Is part of the reason that it's important

2 so that Pacifica can have unbiased news reporting?

3 A. Yes.

4 Q. Is it also -- is another part of the

5 reason that it's important so that Pacifica can

6 avoid interference by outside entities?

7 A. Yes.

8 Q. Would you agree with me that with this

9 letter, Plaintiff's 18, the CPB was attempting to

10 exert influence over the Pacifica governing board

11 structure?

12 MR. RAPAPORT: Objection --

13 A. No.

14 MR. RAPAPORT: -- calls for speculation as to

15 what CPB's intent was.

16 MR. PYLE: Q. You don't agree with that?

17 A. No.

18 Q. Why not?

19 A. CPB, this component of the certification

20 requirements are part of the Communications Act

21 that CPB operates under. They were following

22 through on the Communications Act.

23 Q. Before the October '98 board meeting,

24 were you part of any discussions regarding the

25 idea of foregoing CPB funding; did you participate

DEPOSITION OF L. CHADWICK - 11/21/00 95

1 in any discussions about that issue?

2 A. No.

3 Q. At the November 1997 board meeting, do

4 you recall a discussion regarding the procedure by

5 which local advisory boards nominated and elected

6 directors to the governing board?

7 MR. RAPAPORT: Could you say that again?

8 I'm sorry.

9 Can you reread that, Trish?

10 MR. PYLE: I can say it again, that might be

11 easier.

12 MR. RAPAPORT: Would you; thank you.

13 MR. PYLE: Q. At the September 1997 board

14 meeting, do you recall a discussion during the

15 course of the board meeting regarding the

16 procedure by which local advisory boards nominated

17 and elected directors to the governing board?

18 A. No.

19 Q. Do you recall Mary Frances Berry taking a

20 particular position with regard to her opinion as

21 to the procedure by which L.A.B.s nominated

22 directors to the governing board?

23 A. Something was said.

24 I don't recall it happening at the time. I

25 wasn't focusing on it.

DEPOSITION OF L. CHADWICK - 11/21/00 96

1 Q. Do you remember Mary Berry saying that,

2 in her opinion, directors nominated by the local

3 advisory boards should be automatically seated on

4 the governing board?

5 A. No. I remember something about

6 clarifying that issue.

7 MR. PYLE: I'm handing you now what is already

8 marked as Exhibit E to Exhibit 8.

9 A. It says "Exhibit G."

10 Q. I'm sorry. I read it backwards,

11 Exhibit G to Exhibit 8.

12 Will you take a look at that and let me know

13 when you're done?

14 A. Uh-huh.

15 Q. Have you seen this language before?

16 A. I've seen this before, yeah.

17 Q. Do you know what it is?

18 A. Um, it's the bylaws.

19 Q. Do you know whether at the September 1997

20 board meeting, the board voted to amend the bylaws

21 so as to read as set forth in Exhibit G to

22 Exhibit 8?

23 A. I wasn't following the bylaw procedure at

24 that time.

25 Q. So you don't know?

DEPOSITION OF L. CHADWICK - 11/21/00 97

1 A. I don't know.

2 Q. Do you know whether Exhibit G has ever

3 been in effect at any time?

4 Let me ask it a little bit more clearly.

5 Do you know whether Exhibit G has ever been

6 part of Pacifica's bylaws at any time during the

7 history of the Pacifica Foundation?

8 A. It describes the procedure that I

9 understood. So ...

10 Q. The procedure you understood at what

11 point in time?

12 A. Um, that's been in place as long as I

13 understood.

14 Q. Do you know whether this language has

15 ever formally been part of the Pacifica Foundation

16 bylaws?

17 MR. RAPAPORT: Once again, you're asking her

18 understanding.

19 THE WITNESS: It's my understanding this is how

20 things -- yeah, yes.

21 MR. PYLE: Q. This has been formally part of

22 the Pacifica Foundation bylaws?

23 A. Uh-huh.

24 Q. Do you know during what period of time it

25 was part of the Pacifica Foundation bylaws?

DEPOSITION OF L. CHADWICK - 11/21/00 98

1 A. This is the way things worked when I

2 started working with Pacifica, and the way things

3 have been working at Pacifica while I was there.

4 Q. The question I'm asking is a little bit

5 different than that, and let me explain the

6 difference.

7 A. Okay.

8 Q. I'm not asking whether this procedure was

9 ever in effect.

10 I'm asking with whether this language, the

11 language in Exhibit G to Exhibit 8, was actually

12 ever part of the Pacifica Foundation bylaws.

13 I understand you believe this was the

14 procedure. Let's put that aside.

15 A. Uh-huh.

16 Q. My question is:

17 Was this language ever formally part of the

18 Pacifica Foundation bylaws?

19 A. I believe it was, to the best of my

20 knowledge.

21 Q. During what period of time?

22 A. The period of time I was involved with

23 Pacifica working with Pacifica.

24 Q. Is it still part of Pacifica Foundation

25 bylaws to this day?

DEPOSITION OF L. CHADWICK - 11/21/00 99

1 MR. RAPAPORT: You mean whether it's ever been

2 amended since 1997; is that your question?

3 MR. PYLE: Q. I mean, is this language still

4 part of the Pacifica Foundation bylaws today?

5 A. Um --

6 Q. Just so we're clear, I'm not asking if

7 the procedure is still in effect; put that aside.

8 I'm asking if the bylaws, to the best of your

9 knowledge sitting here today, contain the language

10 set forth in Exhibit G?

11 A. I don't think I can answer that. I don't

12 know.

13 Q. You don't know?

14 A. Right, because I don't have in front of

15 me the full set of bylaws.

16 I know there was a conversation about nominees

17 and members of the board that took place

18 subsequent to September of '97.

19 Q. Do you recall an amendment to the bylaws

20 with respect to the election of directors

21 subsequent to September of 1997, an actual formal

22 amendment to the bylaws?

23 A. Around who may serve?

24 MR. RAPAPORT: Can we go off the record for a

25 second?

DEPOSITION OF L. CHADWICK - 11/21/00 100

1 MR. PYLE: Sure.

2 (Discussion off the record.)

3 MR. PYLE: Back on the record.

4 THE AUDIOGRAPHER: Back on the record.

5 MR. PYLE: Q. Do you remember a time after

6 September of 1997 when the bylaws that pertain to

7 the election of directors to the governing board

8 was formally amended by the Pacifica governing

9 board?

10 A. The amendment -- there was an amendment

11 that took place in February of '99 around who

12 could serve as a member of the board.

13 Q. Was there also an amendment with regard

14 to the procedure by which individuals got

15 nominated to the governing board after September

16 of 1997?

17 MR. RAPAPORT: Objection; vague, no foundation.

18 THE WITNESS: The nomination process was opened

19 up to some degree in the subsequent amendment.

20 MR. PYLE: Q. So there was a change to the

21 nomination process?

22 A. Yeah, okay, thank you.

23 MR. PYLE: Do you need to change the tape?

24 THE AUDIOGRAPHER: We have eight minutes left.

25 MS. GENDELMAN: Maybe we should change it now.

DEPOSITION OF L. CHADWICK - 11/21/00 101

1 MR. PYLE: No, we'll go forward.

2 Q. Now, looking at Exhibit G to Exhibit 8 --

3 A. Eight?

4 Q. Yes.

5 This is already Exhibit G to a big exhibit,

6 what you're looking at right now.

7 A. Okay, okay, okay.

8 Q. Under this procedure, under this

9 procedure, to the best of your understanding,

10 could a local advisory board nominate directors

11 directly to the governing board for consideration

12 and vote?

13 A. I understood that the Board Development

14 Committee received nominees.

15 Q. You understood that after the September

16 1997 bylaw change, so we're clear?

17 A. After then is when I started following

18 board nomination.

19 Q. Right.

20 But subsequent to the September '97 amendments

21 to the Pacifica Foundation bylaws, to the best of

22 your understanding, the Board Development

23 Committee handled the nomination?

24 A. Uh-huh.

25 Q. Okay.

DEPOSITION OF L. CHADWICK - 11/21/00 102

1 If a local --

2 A. Yes.

3 Q. Thank you.

4 If a local advisory board nominated an

5 individual to the Board Development Committee

6 after September 1997 --

7 A. Uh-huh.

8 Q. -- could the Board Development Committee

9 reject that individual if it chose to?

10 MR. RAPAPORT: Objection; legal conclusion,

11 calls for speculation.

12 Go ahead and answer if you can.

13 THE WITNESS: I don't know.

14 MR. PYLE: Q. Do you know who sat on the Board

15 Development Committee as of September 1997?

16 A. No.

17 Q. Did the amendments to the bylaws that are

18 set forth in Exhibit G of Exhibit 8, to the best

19 of your understanding, change in any way the

20 procedure by which individuals were nominated for

21 membership on the governing board?

22 MR. RAPAPORT: Objection; legal conclusion.

23 Go ahead.

24 THE WITNESS: I don't think it changed

25 anything.

DEPOSITION OF L. CHADWICK - 11/21/00 103

1 MR. PYLE: Q. So it was just the procedure --

2 A. My understanding.

3 Q. In September of 1997, do you know whether

4 there were two different categories of governing

5 board members, meaning local advisory board

6 members and at-large members?

7 A. Yes.

8 Q. There were.

9 Did they both go through the same nomination

10 process, to the best of your understanding, after

11 these amendments in September 1997?

12 MR. RAPAPORT: Objection; vague.

13 MR. PYLE: Let me break it up and do it this

14 way:

15 Q. There were at-large directors; correct?

16 A. Yes.

17 Q. What was the process for nominating and

18 voting on at-large directors of the governing

19 board after the September 1997 amendments?

20 A. My understanding is that nominees were

21 taken to the Board Development Committee, that

22 went through the process I described a little

23 earlier today with resumes and conversations with

24 board members and the same with at-large members

25 that were brought forward, and I don't know where

DEPOSITION OF L. CHADWICK - 11/21/00 104

1 the at-large members came from, their resumes or

2 whatever.

3 Q. So is the process different for at-large

4 directors and L.A.B. directors after the September

5 '97 amendments?

6 MR. RAPAPORT: Objection; vague.

7 Process at what point in time?

8 MR. PYLE: In any way different.

9 MR. RAPAPORT: You mean once they got to the

10 Board Development Committee?

11 MR. PYLE: No, I mean all along the way.

12 Q. Was there a difference in the process in

13 the nomination and election process for local

14 advisory board members as opposed to at-large

15 directors, not members -- let me start this again.

16 To the best of your understanding, after this

17 September 1997 amendment, was there a difference

18 in the nomination and elect procedure for at-large

19 directors and L.A.B. elected directors?

20 A. L.A.B. nominated members?

21 Q. If you wish; L.A.B. directors, let's call

22 them that.

23 A. I -- it's my understanding that all

24 nominees were to go through the Board Development

25 Committee.

DEPOSITION OF L. CHADWICK - 11/21/00 105

1 Q. So was the nomination and election

2 process the same for at-large directors and L.A.B.

3 directors?

4 A. I believe it was.

5 Q. So then what was the difference between

6 an at-large director and a L.A.B. director after

7 the September '97 amendments, if any?

8 A. The difference was that the nominees from

9 the L.A.B.s were also sitting on the L.A.B.s, and

10 the at-large members were not sitting on L.A.B.s.

11 Q. Any other differences you can think of?

12 A. No.

13 THE AUDIOGRAPHER: Maybe now is a good time to

14 change the tape.

15 MR. PYLE: Let's do that.

16 THE AUDIOGRAPHER: Ending reporting at 2:42.

17 (Break taken.)

18 THE AUDIOGRAPHER: We're going to resume

19 recording at 2:47.

20 MR. PYLE: Back on the record.

21 Q. Ms. Chadwick, you were present for the

22 October 1998 board meeting; correct?

23 A. Yes.

24 Q. Did you attend any committee meetings

25 during the course of the October '98 board

DEPOSITION OF L. CHADWICK - 11/21/00 106

1 meeting?

2 A. Yes.

3 Q. Which meetings did you attend?

4 A. All of them, I believe.

5 Q. In what capacity were you attending those

6 meetings at that time?

7 A. As a member of the national staff of

8 Pacifica.

9 Q. Had you largely assumed the duties of the

10 executive director as of the October 1998 board

11 meeting?

12 A. No.

13 Q. Was Pat Scott still fully performing her

14 duties as executive director at that time?

15 A. She was the executive director at that

16 time.

17 Q. Had you assumed any of your duties as of

18 the October '98 board meeting?

19 A. I was, I think, the sole national staff

20 person at some of the meetings.

21 Q. Had you started to act more or less as

22 the executive director at that time?

23 A. No.

24 Q. So what was your role then at those

25 meetings?

DEPOSITION OF L. CHADWICK - 11/21/00 107

1 A. I was a representative of the national

2 staff.

3 Q. During the course of any of the committee

4 meetings, do you recall any discussion of

5 Exhibit 18?

6 A. Oh, yes.

7 Q. What committee meetings was Exhibit 18

8 discussed in?

9 A. It was discussed in the Board Development

10 Committee, and I think that might have been the

11 only committee meeting it was discussed in.

12 MR. RAPAPORT: It was discussed in the Board

13 Development Committee meeting.

14 THE WITNESS: Thank you.

15 MR. PYLE: Q. You're not sure whether it was

16 discussed in any others?

17 A. Right.

18 Q. The Board Development Committee, that's

19 different than the Board Governance Committee;

20 correct?

21 A. Oh, it might have been discussed in the

22 Board Governance Committee.

23 Q. Does that refresh your recollection that

24 it was the Governance Committee and not the

25 Development Committee?

DEPOSITION OF L. CHADWICK - 11/21/00 108

1 A. It was Board Governance Committee where

2 it was a major focus of attention.

3 It may also have been discussed in the Board

4 Development Committee.

5 Thank you for that refreshing.

6 Q. What was said at the Board Governance

7 Committee about Exhibit 18?

8 A. It was discussed and the question was

9 raised as to whether or not the board would take

10 action.

11 Staff was instructed to get a legal opinion,

12 and staff was instructed to communicate to CPB

13 that the board was taking it under action and

14 would not be able to act on the letter until the

15 February board meeting.

16 Q. To the best of your knowledge, did staff

17 solicit that legal opinion?

18 A. Yeah.

19 Q. To the best of your knowledge, did staff

20 express to CPB that action was being taken on its

21 concerns?

22 A. It was under active consideration, yes.

23 Q. Right.

24 How did staff express to CPB that it was under

25 active consideration?

DEPOSITION OF L. CHADWICK - 11/21/00 109

1 A. I believe it was a phone call.

2 Q. Did you make that phone call?

3 A. Yeah.

4 Q. Who was it to?

5 A. I believe I made it to Richard Madden.

6 Q. When did you make that phone call?

7 A. Shortly after the board meeting.

8 Q. Before you were formally -- before you

9 formally began your job as executive director?

10 A. I believe so.

11 Q. Why did you make that call and not Pat

12 Scott?

13 MR. RAPAPORT: Objection; calls for

14 speculation.

15 Go ahead if you can.

16 THE WITNESS: I was told to do it.

17 MR. PYLE: Q. Who told you to do it?

18 A. I can't recall if I was instructed to do

19 so by the board or by Pat.

20 Q. If the board had instructed you to do it,

21 would it have had instructed you to do that in the

22 public session of the meeting at the October '98

23 board meeting?

24 A. Yes.

25 Q. In terms of the legal opinion, did you

DEPOSITION OF L. CHADWICK - 11/21/00 110

1 handle that as well?

2 A. I think so.

3 Q. During the Board Governance Committee

4 meeting -- you attended that meeting by the way?

5 A. Uh-huh, yes.

6 Q. During the meeting, did you express any

7 opinion, any opinion at all regarding Exhibit 18?

8 A. I believe I said I thought the board had

9 to take some -- had to answer the letter in some

10 way.

11 Q. Did you express any opinion at all

12 regarding whether Mr. Coonrod's opinion, as set

13 forth in Exhibit 18, was accurate or inaccurate?

14 A. I don't recall what I said, but I

15 believed it to be accurate.

16 Q. When did you form the opinion that it was

17 accurate?

18 A. That's what he said when I saw the

19 letter.

20 Q. So when did you form the opinion that

21 what he said was accurate?

22 A. That what he said was accurate?

23 Oh, probably sometime between the time I first

24 saw the letter and the board meeting.

25 Q. Prior to the board meeting, did you

DEPOSITION OF L. CHADWICK - 11/21/00 111

1 discuss the issue of whether Mr. Coonrod's opinion

2 was accurate or not with anyone else?

3 MR. RAPAPORT: Aside from what she already

4 testified about a meeting or discussion with Pat

5 Scott?

6 THE WITNESS: I think Pat and I discussed it,

7 and we may have talked about it in preparing for

8 the board meeting with some board members.

9 MR. PYLE: Q. My question is a little bit

10 narrower than the previous question.

11 A. Okay.

12 Q. My question is:

13 Did you talk about -- you testified a minute

14 ago that you believed that Mr. Coonrod's opinion

15 in Exhibit 18 was accurate; right?

16 A. Uh-huh.

17 Q. And that you reached that opinion

18 sometime between the time when you first saw it

19 and the October '98 board meeting; right?

20 A. Uh-huh.

21 Q. Did you talk about your opinion regarding

22 the accuracy of the Coonrod letter with anyone

23 prior to the October 1998 board meeting?

24 A. I probably did.

25 Q. Don't speculate. I don't want you to

DEPOSITION OF L. CHADWICK - 11/21/00 112

1 speculate.

2 Do you have any specific recollection of

3 sitting down with someone and saying something

4 along the lines of, "Boy, it looks right to me,"

5 or --

6 A. I don't recall that, no.

7 Q. Now you testified a moment ago that staff

8 was tasked with getting legal opinion about the

9 Exhibit 18; correct?

10 A. (Witness nods.)

11 MR. RAPAPORT: You're nodding your head yes?

12 THE WITNESS: Yes.

13 MR. PYLE: Q. Is that a "yes"?

14 Thank you.

15 MR. RAPAPORT: Sure.

16 MR. PYLE: Q. Was that a task you took on?

17 A. Yes.

18 Q. What did you do in that capacity?

19 MR. RAPAPORT: Well, I will allow her to answer

20 whether or not she did, in fact, follow up with

21 counsel.

22 I'll allow her to identify counsel, but I won't

23 allow her to provide any information she provided

24 to counsel or any response by counsel, okay.

25 With that in mind, you can answer the question.

DEPOSITION OF L. CHADWICK - 11/21/00 113

1 THE WITNESS: I asked John Crigle for an

2 opinion for the board.

3 MR. PYLE: Q. Did he return an opinion?

4 A. Yeah, he wrote a letter.

5 Q. What did you do with that letter once he

6 had written it?

7 A. I forwarded it to the board.

8 Q. Do you know what the board did with it?

9 MR. RAPAPORT: What the board did with the

10 physical letter, copies that were transmitted to

11 them?

12 MR. PYLE: Uh-huh.

13 MR. RAPAPORT: Objection; calls for

14 speculation.

15 THE WITNESS: I don't know what they did with

16 the letter.

17 MR. PYLE: Q. Did you ever see it again after

18 you gave it to the board?

19 A. I had a copy in the file.

20 MR. PYLE: Exhibit 19.

21 (Document marked Plaintiff's

22 Exhibit 19 for identification.)

23 MR. PYLE: Will you take a look at that and

24 tell me when you're done?

25 MR. RAPAPORT: I'll state for the record this

DEPOSITION OF L. CHADWICK - 11/21/00 114

1 letter is within the scope of the attorney-client

2 privilege.

3 I don't know how it was obtained by Radio For

4 All Org, but it certainly was not an authorized

5 transmission to that entity.

6 Therefore, we will most likely move that the

7 letter and all copies of the letter be returned to

8 the Pacifica Foundation as being within the scope

9 of the attorney-client privilege.

10 MR. PYLE: Q. Have you had a chance to look at

11 Exhibit 19?

12 A. Yeah.

13 Q. Is this the letter that you were

14 referring to?

15 MR. RAPAPORT: Objection; instruction not to

16 answer.

17 It's privileged stuff. I don't know how these

18 folks got it.

19 MR. PYLE: It's not privilege. His opinion,

20 the opinion of Crigle was shared with the CPB.

21 MR. RAPAPORT: It could have been -- well, no.

22 MR. PYLE: It was.

23 MR. RAPAPORT: His opinion could have been --

24 the attorney-client privilege could have been

25 waived; I don't know about that. That's obviously

DEPOSITION OF L. CHADWICK - 11/21/00 115

1 an issue.

2 This is a letter directed to Lynn Chadwick as a

3 representative of the Pacifica Foundation.

4 This letter is privileged.

5 MR. PYLE: Right, and Lynn Chadwick

6 subsequently discussed the opinion expressed

7 herein with Mr. Madden.

8 It's set forth in a letter -- that's set forth

9 in a letter from Mr. Madden to Ms. Chadwick.

10 So, you know, I don't see how there's any

11 privilege that applies; just as if Ms. Gendelman

12 here takes an opinion rendered from Dan Siegel and

13 goes public with it, you're entitled to ask her

14 questions about that opinion.

15 MR. RAPAPORT: The issue is one of waiver. On

16 its face --

17 MR. PYLE: Correct.

18 MR. RAPAPORT: -- this is a privileged

19 document.

20 I believe that the privilege was not waived,

21 or, if it was waived, it was waived inadvertently.

22 Of course there is plenty of authority saying

23 inadvertent waiver, if acted upon immediately when

24 it comes to the attention of counsel, precludes

25 further examination on these issues.

DEPOSITION OF L. CHADWICK - 11/21/00 116

1 That's why I'm instructing her not to answer

2 questions about this issue because that would be a

3 further waiver.

4 So we'll take it up with the court.

5 MR. PYLE: Okay, good.

6 MR. RAPAPORT: Hunter, you may be right that it

7 was published in a document; that this opinion

8 completely waives the privilege, but further

9 examination on it would be a different issue.

10 MR. PYLE: Fair enough.

11 You can put that aside. I'm not going to ask

12 you any other questions, except, Dan, perhaps we

13 can stipulate that rather than me going through a

14 list of questions and you instructing her not to

15 answer, once this issue has been resolved --

16 MR. RAPAPORT: Absolutely. I'm happy to

17 stipulate that you would have asked a number of

18 questions on this, and I would have given you the

19 same objection and instruction to the witness.

20 MR. PYLE: Okay, good.

21 Q. At the October 1998 board meeting, is it

22 true that this issue of CPB's concerns regarding

23 Pacifica's governing board structure was tabled to

24 the Governance Committee?

25 A. I don't know if "tabled" is the right

DEPOSITION OF L. CHADWICK - 11/21/00 117

1 term, but they said they would take up the matter.

2 Q. It was referred to the Governance

3 Committee perhaps is more accurate.

4 At that time, do you know who was on the

5 Governance Committee?

6 A. I don't recall.

7 Q. Was David Acosta on that committee?

8 A. I believe he was.

9 Q. How about Roberta Brooks?

10 A. I don't recall.

11 Q. How about Mary Berry?

12 A. I believe she was.

13 Q. Was there a Pacifica Foundation employee

14 that served as the staff person for that

15 committee?

16 A. Not specifically, but, um, the staff was

17 in a lot of change right then. So I was tasked

18 with a lot of work for them.

19 Q. Isn't it true that the executive director

20 is the staff person for the Governance Committee?

21 A. I don't know in that's always the case or

22 it's required to be the case, but obviously it is

23 the case.

24 Q. Okay.

25 Was it the case in October 1998 with respect to

DEPOSITION OF L. CHADWICK - 11/21/00 118

1 this issue?

2 A. It could have been, yes. I was not the

3 executive director of Pacifica then. So tasks can

4 be delegated.

5 Q. Let me direct you to the minutes from the

6 October 1998 board meeting, page 7.

7 There's an exchange here where Dr. Berry says:

8 "The Board Governance Committee will

9 handle it. Who is on the Board

10 Governance Committee?"

11 Then Pete Bramson replies:

12 "David Acosta, Dr. Berry, Roberta,

13 Cheryl, Andrea, Dorothy, Rob Robinson

14 and the staff is the E.D."

15 Do you have any reason to believe that is an

16 inaccurate statement?

17 A. No, I don't.

18 MR. RAPAPORT: Wait.

19 Are you saying is it an inaccurate -- accurate

20 or an inaccurate transcript of what Bramson said?

21 Or are you asking: Do you affirm the accuracy

22 of the statement at the time?

23 MR. PYLE: The latter.

24 Q. Do you have any reason to believe that

25 was not the makeup of the Governance Committee at

DEPOSITION OF L. CHADWICK - 11/21/00 119

1 that point the time?

2 A. No.

3 Q. Did you assist the Governance Committee

4 in reviewing the concerns of the CPB with respect

5 to Pacifica's governing board structure?

6 A. What time are we talking about?

7 Q. After you became the executive director.

8 A. Yes.

9 Q. You formally became the executive

10 director on November 1 of 1998; right?

11 A. Yes.

12 Q. What was the process by which Pacifica

13 decided to hire you as the executive director, to

14 the best of your understanding?

15 A. They hired a search firm. The search

16 firm solicited resumes and put out some postings.

17 I submitted my resume. I, among others, was

18 interviewed by the search firm and members of the

19 board of the search committee.

20 There were some interviews at the October board

21 meeting with two -- myself and two or three other

22 individuals. Then, um, the selection process.

23 Subsequently, I was offered the job.

24 Q. Did Pat Scott formally step aside as

25 executive director on November 1, 1998?

DEPOSITION OF L. CHADWICK - 11/21/00 120

1 A. I think that was the end of her tenure.

2 Q. Did she continue to perform any job

3 duties after November 1 of 1998?

4 A. She was in an advisory/consulting

5 capacity during the transition.

6 Q. How long did that last for?

7 A. A few months.

8 Q. So roughly January or February 1999?

9 A. Yeah.

10 Q. Do you know whether Pat Scott voluntarily

11 stepped down as executive director?

12 A. No, I don't know.

13 Q. You don't know.

14 Do you know the terms of her severance package,

15 if any?

16 A. I don't know.

17 MR. RAPAPORT: If you knew, that would be kind

18 of a personnel matter that we might not be at

19 liberty to disclose.

20 MR. PYLE: She said she doesn't know.

21 MR. RAPAPORT: Okay. I withdraw my objection.

22 MR. PYLE: Q. Now, between November 1, 1998

23 and February 1999, you had several discussions

24 with people at the CPB regarding Pacifica's

25 governing structure; is that true?

DEPOSITION OF L. CHADWICK - 11/21/00 121

1 A. I had some.

2 Q. How many?

3 A. Maybe two or three.

4 Q. Whom did you speak with at CPB?

5 A. Richard Madden. I may have spoken with

6 Robert Coonrod, but I don't recall.

7 Q. Do you recall why it was that you were

8 talking with Richard Madden, given the fact that

9 the September letter had been written by

10 Mr. Coonrod; do you remember?

11 A. When I called the office, they referred

12 me to Richard Madden.

13 Q. Were your conversations with Mr. Madden

14 in person or by telephone?

15 A. Mostly by telephone. I may have been in

16 Washington once. I don't recall.

17 Q. What did you say to Mr. Madden during the

18 course of -- let me strike that and do it a

19 different way.

20 Do you remember your first conversation with

21 Mr. Madden?

22 A. Immediately after the board meeting, or

23 shortly after the board meeting, I said the letter

24 had been taken up and the board was taking it

25 under active consideration.

DEPOSITION OF L. CHADWICK - 11/21/00 122

1 Q. Did you say anything else to him at that

2 time?

3 I can be more specific.

4 Did you discuss the merits of CPB's concerns

5 regarding the Pacifica governing board at that

6 time?

7 A. I don't believe I questioned the merits

8 in the discussion.

9 Q. Did you discuss them with Mr. Madden?

10 A. No.

11 Q. Did you ever discuss the merits of CPB's

12 concerns with Mr. Madden?

13 A. No.

14 Q. Did you ever talk with him about ways

15 that Pacifica could resolve CPB's concerns?

16 A. I don't remember my question to him, but

17 I remember Rick being very specific to me, saying

18 that how it was resolved was something that CPB

19 did not want to express an opinion on.

20 "Rick" is how he's known in the professional

21 field.

22 Q. Did Mr. -- did Rick ever say anything to

23 you about any possible ways that Pacifica could

24 resolve the CPB's concerns?

25 A. I don't think we ever discussed that.

DEPOSITION OF L. CHADWICK - 11/21/00 123

1 Q. Did you ever discuss with Rick Madden the

2 idea of local advisory boards directly electing

3 directors to the governing board?

4 MR. RAPAPORT: Objection; vague.

5 THE WITNESS: I don't think that was something

6 we talked about.

7 MR. PYLE: Q. Did you ever discuss with Rick

8 Madden the process by which directors were elected

9 to the governing board at Pacifica?

10 A. I don't believe so.

11 Q. Do you remember anything else Rick Madden

12 told you during these conversations you had with

13 him prior to February 24 of 1999?

14 A. What else did he say?

15 Well, one of the concerns was, one of the

16 things the board had asked me to relay to CPB that

17 they actually had discussed in open sessions in

18 that meeting was whether or not they wanted to

19 continue to receive funding from the CPB.

20 I told Rick that they wanted to continue to

21 receive funding from CPB, and that was part of the

22 active consideration.

23 The other concern was whether or not Pacifica

24 would receive the first part of its semi-annual

25 payment from CPB. The checks generally arriving

DEPOSITION OF L. CHADWICK - 11/21/00 124

1 sometime in November.

2 He told me that CPB would be issuing Pacifica

3 half of its check in November based on the

4 understanding the board had given, that they were

5 going to be constituted in a way that met CPB's

6 certification requirements.

7 Q. At the October 1998 board meeting, did

8 the board vote on whether or not to continue to

9 accept CPB funding?

10 A. Yes.

11 Q. And they voted to do that?

12 A. Yes.

13 Q. So there was wasn't really -- to the best

14 of your understanding, was there ever a

15 possibility that Pacifica would forgo CPB funding

16 after that meeting?

17 MR. RAPAPORT: Objection; speculation and vague

18 and no foundation.

19 MR. PYLE: Let me put it this way.

20 Q. After the October 1998 meeting, were you

21 operating under the assumption that Pacifica would

22 continue to receive CPB funding?

23 A. Yes.

24 Q. Did you know Rick Madden prior to these

25 conversations that you had with him?

DEPOSITION OF L. CHADWICK - 11/21/00 125

1 A. Yes.

2 Q. You said that his -- you didn't say this.

3 Did he prefer to go by "Rick"; is that how he

4 liked to be addressed?

5 A. Yes.

6 Q. Was that by everyone?

7 A. Yes.

8 Q. When did you first meet Rick Madden?

9 A. Probably in 1987.

10 Q. In your capacity as president of NFCB?

11 A. Yes.

12 Q. What were your relations like with him

13 between 1987 and 1998?

14 A. We were professional colleagues.

15 Q. See him at conferences, that kind of

16 thing?

17 A. Yes. He was the grants officer for some

18 funding that NFCB had received, and I would be in

19 conversation with him about those activities.

20 I served on CPB committees, and he would often

21 be at the committee meetings.

22 Q. Now other than your conversations with

23 CPB with Rick Madden, did you have any other

24 conversations regarding the concerns set forth in

25 Exhibit 18 prior to the February 1999 board

DEPOSITION OF L. CHADWICK - 11/21/00 126

1 meeting?

2 MR. RAPAPORT: Other than as she's already

3 testified to?

4 MR. PYLE: Yeah.

5 THE WITNESS: The board members and staffers

6 of -- Pacifica staffers?

7 MR. PYLE: Q. Right.

8 A. Those are the people I talked to about

9 it.

10 Q. Wasn't there a Board Governance Committee

11 meeting sometime in late 1998 where this issue was

12 raised?

13 A. I'm sure there was.

14 Q. Do you remember that meeting?

15 A. I think there were at least one or two

16 teleconferences about the issue.

17 Q. Do you recall what was said?

18 A. Well, at one of them they had, uh, asked

19 for input on this for structural ideas from the

20 various L.A.B.s.

21 Some of the committee members were tasked with

22 developing a series of proposals. Then there was

23 a meeting discussing the various proposals.

24 Q. Did the committee receive input from

25 different L.A.B.s on the proposals?

DEPOSITION OF L. CHADWICK - 11/21/00 127

1 A. I believe so.

2 Q. Would you characterize -- was there what

3 you would call sort of a lively debate about what

4 Pacifica should do in response to Exhibit 18?

5 MR. RAPAPORT: Among who?

6 MR. PYLE: The governing board.

7 THE WITNESS: The governing board was paying

8 close attention to it and talked about it, yeah,

9 and had several different ideas on the floor.

10 MR. PYLE: Q. What were the different ways

11 that were proposed to resolve the CPB's concerns?

12 A. I'm not sure I can remember all of them.

13 Q. As many as you can remember.

14 A. One of them was that the -- the entire

15 board would have to step down and somehow be

16 reconstituted.

17 One of them was to just keep all the members on

18 the board and ask L.A.B. members who were also

19 board members to pick one of the other boards they

20 wanted to remain on.

21 Those are the two that I remember.

22 Q. Was there ever any discussion of changing

23 the way that local advisory boards nominated

24 directors to the governing board. --

25 MR. RAPAPORT: As part of these discussions?

DEPOSITION OF L. CHADWICK - 11/21/00 128

1 MR. PYLE: Q. -- during these conversations?

2 A. I don't believe so.

3 Q. Was that raised separately during this

4 period of time that you can remember?

5 A. I don't recall that being part of the

6 conversation.

7 Q. During your entire tenure as executive

8 director, did you ever hear anyone discuss

9 changing the way that local advisory boards

10 nominated and/or elected directors to the

11 governing board?

12 A. There was discussion of the need for

13 clarification on that.

14 Q. That was around the September '97

15 meeting?

16 A. Yeah, then there was further

17 clarification in the board discussion that took

18 place in February of '99.

19 Q. Was that clarification discussed prior to

20 the February '99 meeting?

21 MR. RAPAPORT: I think she said she recalls two

22 different events.

23 MR. PYLE: Right.

24 Q. It was discussed -- let's put it this

25 way:

DEPOSITION OF L. CHADWICK - 11/21/00 129

1 Between the time you became executive director

2 on November 1st, 1998 and the board meeting in

3 February of 1999, were you privy to any

4 conversations regarding clarifying the way that

5 local advisory boards nominated or elected

6 directors to the governing board?

7 MR. RAPAPORT: With other board members?

8 MR. PYLE: Any conversations at all.

9 MR. RAPAPORT: With board members or anyone in

10 the world?

11 MR. PYLE: Anyone in the world.

12 MR. RAPAPORT: You have to cut out those

13 attorneys in case you had those conversations.

14 THE WITNESS: Okay.

15 MR. PYLE: Q. Do you remember any

16 conversations about this issue?

17 A. Well, we were talking about it, with

18 board members I was discussing it.

19 It was -- there was a lot of concern in the

20 organization about this, and so I wasn't talking

21 about it broadly.

22 It was important that the conversations take

23 place within the confines of the board and my

24 position with them.

25 Q. Whom did you speak with about this issue?

DEPOSITION OF L. CHADWICK - 11/21/00 130

1 A. I think I spoke with nearly every board

2 member. I don't know about -- about the CPB issue

3 is what I'm talking about, is what I was focusing

4 on.

5 Q. Let's put the CPB issue aside and focus

6 on the issue of L.A.B.s nominating and electing

7 directors.

8 MR. RAPAPORT: Well, can we say "the selection

9 process for directors" since we have our

10 differences on that?

11 MR. PYLE: Sure, sure.

12 Q. The selection process for directors.

13 A. The conversations about the selection

14 process for directors?

15 Q. Right.

16 A. Yeah.

17 Q. Did you participate in any conversations

18 about that issue between October and February

19 28th, 1999?

20 A. I was on the Board Governance Committee

21 conference call where these different models were

22 being proposed, if that's responsive to your

23 question.

24 Q. Different models?

25 A. I said whether they had to reconstitute

DEPOSITION OF L. CHADWICK - 11/21/00 131

1 the entire board, how that would happen; if the

2 board wasn't there to elect people how would they

3 be elected.

4 Q. Let me ask you to focus on this narrower

5 issue of the way that directors actually got

6 elected to the governing board; just that issue.

7 Putting aside whether they can be L.A.B.

8 members and governing board members

9 simultaneously; I'm not asking you about that.

10 A. Okay, okay.

11 Q. Focusing only on the process by which

12 they get to the governing board; was that raised

13 in any conversations between November 1st and

14 February 28th, 1999?

15 A. No, I don't think there was any change

16 considered there at all.

17 Q. You didn't talk about that with Mary

18 Frances Berry?

19 A. I don't recall that, no.

20 Q. Or June Makela?

21 A. No.

22 Q. David Acosta?

23 A. No, I don't think they -- never mind.

24 Q. So other than your conversations with

25 Rick Madden and your conversations with board

DEPOSITION OF L. CHADWICK - 11/21/00 132

1 members that we've already talked about, between

2 --

3 A. and staff members.

4 Q. -- and staff members, right, between

5 November 1st, 1998 and February 24, 1999, did you

6 have any other conversations that you can remember

7 about the CPB's concerns?

8 A. Aside from attorney conversations?

9 Q. Right, put those aside, too.

10 A. I don't believe -- I think that covers

11 it.

12 MR. PYLE: Do you want to take a break?

13 THE REPORTER: Yes.

14 THE AUDIOGRAPHER: We're ending recording for

15 the moment at 3:22.

16 (Break taken, 3:22 - 3:35.)

17 THE AUDIOGRAPHER: We're going back on the

18 record at 3:35.

19 MR. PYLE: Q. Ms. Chadwick, one back-up

20 question.

21 Did you, before the February 28 board meeting,

22 did you discuss the CPB concerns with Pat Scott?

23 MR. RAPAPORT: She already testified she did

24 have conversations with Pat Scott.

25 THE WITNESS: I'm sure I did.

DEPOSITION OF L. CHADWICK - 11/21/00 133

1 MR. PYLE: Q. Let's focus in on the period

2 between November 1st and February 28th, so after

3 you became executive director.

4 Did you talk with Pat Scott about the concerns

5 that the CPB had raised?

6 A. I may have. I don't recall exactly.

7 Q. You're not sure?

8 A. Yeah.

9 Q. Did you ask Rick Madden to provide you

10 with a letter setting forth CPB's concerns

11 regarding the Pacifica Foundation's governing

12 board structure?

13 A. I don't know that I asked him for a

14 letter -- did I ask him for a letter?

15 Q. Yes.

16 Did you say you would summarize your

17 conversations in a letter?

18 A. No.

19 Q. Did you ask him to send you a letter of

20 any kind?

21 A. I may. I know there were concerns by

22 board members about the financial implications.

23 Q. Why do you say you may have?

24 A. I don't recall if I asked him for a

25 letter. I know that I wanted clarification on it.

DEPOSITION OF L. CHADWICK - 11/21/00 134

1 There were several things that started -- board

2 members asked me questions saying -- one question

3 that came up was that board members, some board

4 members were given to understand that Pacifica was

5 under a waiver;

6 That Pacifica could be structured -- that

7 Pacifica's structure -- the waiver being Pacifica

8 was operating in a way not in compliance with the

9 Communication Act, but they could still receive

10 CPB funds.

11 I know there were concerns about that, and I

12 needed to -- and I may have asked him for a letter

13 about that.

14 I may have asked for an opinion about that. I

15 know we talked about a concern about that, and

16 that CPB -- Rick may be aware CPB was concerned

17 that there was a reason that Pacifica would have

18 to return all of the funds Pacifica had ever

19 received from CPB because the way the board was

20 constituted.

21 Q. Did anyone ever tell you that, that

22 Pacifica was going to have to refund all the money

23 it had ever received from CPB?

24 MR. RAPAPORT: That it was going to have to, or

25 that it was an issue?

DEPOSITION OF L. CHADWICK - 11/21/00 135

1 MR. PYLE: That it might.

2 THE WITNESS: I understood it might be an

3 issue.

4 MR. PYLE: Q. Why did you understand it might

5 be an issue?

6 A. I had a conversation with Rick about

7 that.

8 Q. What did he say in that regard?

9 A. The answer that I got was that it didn't

10 look like we would have to refund it.

11 Q. Did you ask --

12 A. It hadn't gone through a full vetting

13 procedure.

14 Q. Did you ask that he put that in writing,

15 Rick Madden?

16 A. No, I don't believe so.

17 MR. PYLE: Let's have this marked next in

18 order.

19 (Document marked Plaintiff's

20 Exhibit 20 for identification.)

21 MR. PYLE: Q. Would you look at that and let

22 me know when you're done, please?

23 Have you seen Exhibit 20 before?

24 A. Yes.

25 Q. It's a letter to you from Rick Madden

DEPOSITION OF L. CHADWICK - 11/21/00 136

1 dated February 24, 1999?

2 A. Yes.

3 Q. Does this appear to be a true and

4 accurate copy of that letter?

5 A. Yes.

6 Q. Directing your attention to paragraph 3

7 of this letter --

8 A. Uh-huh.

9 Q. Actually before we get there, do you

10 recall whether Rick Madden sent a copy of this

11 letter to you by facsimile?

12 A. I don't believe so.

13 Q. You think he sent it by general U.S.

14 mail?

15 MR. RAPAPORT: Don't guess.

16 THE WITNESS: I don't have any idea.

17 MR. PYLE: Q. Did you call him to discuss it

18 after you got it?

19 A. I don't recall.

20 Q. Do you recall ever discussing the issues

21 raised in this letter with Rick Madden after

22 February 24, 1999?

23 A. I don't believe so.

24 Q. Let me direct your attention to

25 paragraph 3.

DEPOSITION OF L. CHADWICK - 11/21/00 137

1 A. Uh-huh.

2 Q. Mr. Madden cites section 396(K)(8)(C) of

3 the Federal Communications Act of 1934 in that.

4 Do you see that?

5 A. Yes.

6 Q. Did anyone ever tell you that Mr. Madden

7 left certain language out of his citation from

8 section 396(k)(8)(C) of the Communications Act?

9 A. No.

10 MR. RAPAPORT: You mean the ellipsis you're

11 referring to; is that what you're referring to?

12 MR. PYLE: No. I think the question speaks for

13 itself.

14 Q. Did anyone ever tell you he left certain

15 language out of his citation of the act here?

16 A. No.

17 Q. In paragraph 5 he writes, in the fifth

18 sentence, he writes quote:

19 "Though I have not seen it, you have

20 advised me that counsel to Pacifica

21 concurs with CPB's opinion."

22 Is that a true statement?

23 A. Yes.

24 Q. You, in fact, advised him?

25 A. Now that I've been refreshed by this, I

DEPOSITION OF L. CHADWICK - 11/21/00 138

1 guess so.

2 Q. Did you tell him what counsel to Pacifica

3 had told you regarding CPB's opinion?

4 A. I didn't discuss it with him in detail.

5 Q. But did you tell him what counsel for

6 Pacifica had told you about CPB's opinion?

7 A. That our counsel concurred with CPB's

8 opinion?

9 Q. Yes.

10 A. Yes.

11 Q. Let me direct your attention to the sixth

12 paragraph. The first two sentences refers -- the

13 second sentence refers to the September 14 letter.

14 A. Uh-huh.

15 Q. That's Exhibit 18 that we looked at

16 earlier; correct?

17 A. Uh-huh, yes.

18 Q. Now to the best of your understanding,

19 was CPB raising anything new in its letter to you

20 dated February 24, 1999 that it hadn't already

21 raised in Exhibit 18?

22 MR. RAPAPORT: I seem to recall hearing

23 objections that the document speaks for itself

24 when we were doing Ms. Gendelman's deposition, but

25 I guess I won't make that objection.

DEPOSITION OF L. CHADWICK - 11/21/00 139

1 Go ahead and answer.

2 MR. PYLE: Q. You can ignore him.

3 MR. RAPAPORT: He's asking your understanding.

4 THE WITNESS: My understanding is there's

5 nothing new in the letter.

6 MR. PYLE: Q. Do you have any sense as to why

7 Rick Madden would write you a letter basically

8 reiterating what Mr. Coonrod had written to Pat

9 Scott earlier?

10 MR. RAPAPORT: Objection; calls for

11 speculation.

12 THE WITNESS: Your question was: Why did he

13 write this letter?

14 MR. PYLE: Q. Do you have any understanding

15 why he wrote a letter to you basically repeating

16 what Mr. Coonrod had written in his letter of

17 September 14, 1998?

18 A. I don't know why Rick wrote the letter.

19 I can only speculate as to why he would have done

20 it, and I'm not supposed to speculate; am I?

21 Q. No.

22 Did he ever tell you why he wrote you this

23 letter?

24 A. I never asked him why.

25 Q. Did he ever tell you why?

DEPOSITION OF L. CHADWICK - 11/21/00 140

1 A. No, I don't think we ever discussed that.

2 Q. Did he say, "I'm going to send you a

3 letter" on or before February 24, 1999?

4 MR. RAPAPORT: Did he give her a heads-up that

5 he was going to be sending a letter?

6 MR. PYLE: Yes.

7 THE WITNESS: I think he might have -- I think

8 because I was not necessarily in the office when

9 this happened preparing for the board member, he

10 said, "There's a letter coming to you."

11 MR. PYLE: Q. Did he say why he was sending

12 it?

13 A. No, I don't recall that at all.

14 Q. Were you surprised to get this letter?

15 A. No.

16 Q. Were you expecting this letter?

17 MR. RAPAPORT: She just said that he said he

18 would be sending a letter.

19 MR. PYLE: Q. Were you expecting the letter?

20 A. When he said it was coming, I made sure I

21 got it before the board meeting.

22 Q. Ms. Chadwick, would you agree with me

23 that this Corporation for Public Broadcasting,

24 insofar as you know anyway, put in writing to the

25 Pacifica Foundation that it would be a violation

DEPOSITION OF L. CHADWICK - 11/21/00 141

1 of the Federal Communications Act for local

2 advisory boards to elect directors to the

3 governing board?

4 MR. RAPAPORT: During her tenure at that

5 institution?

6 MR. PYLE: Right.

7 Q. To the best of your understanding.

8 A. I don't recall receiving anything.

9 Q. No one from CPB ever told you during a

10 conversation you had with them that it might

11 violate the Federal Communications Act if local

12 advisory boards elected directors to the governing

13 board; is that true?

14 MR. RAPAPORT: Objection; no foundation.

15 THE WITNESS: I don't recall any conversation

16 like that.

17 MR. PYLE: Q. Now, between February 24, or

18 whenever you received Exhibit 20, and February 28,

19 did you discuss the letter from Rick Madden with

20 anyone at Pacifica?

21 A. I shared copies of the letter with board

22 members.

23 Q. How did you do that?

24 A. I made copies and handed them out to the

25 board members.

DEPOSITION OF L. CHADWICK - 11/21/00 142

1 Q. When did you hand them out to the board

2 members?

3 A. During a board meeting.

4 Q. Is that during the board -- was during

5 the Governance Committee meeting, or the actual

6 meeting of the whole board?

7 A. I don't recall exactly when.

8 Q. Do you recall raising this letter during

9 the Board Governance Committee meeting?

10 A. I don't know when I gave it to them.

11 Q. Did you attend the Board Governance

12 Committee meeting on February 27, 1999?

13 A. Yes.

14 Q. Do you recall whether the issue of CPB

15 concerns was discussed at that meeting?

16 A. Yes.

17 Q. Do you recall whether this letter from

18 Mr. Madden was discussed as part of that

19 discussion?

20 A. I believe it was.

21 Q. What did you say during that discussion

22 about this letter?

23 A. I don't recall exactly what I said about

24 this letter.

25 Q. Do you remember generally what you said?

DEPOSITION OF L. CHADWICK - 11/21/00 143

1 A. I said, "Here is a letter I received a

2 couple days ago."

3 Q. Did you say anything else?

4 A. Um, I don't -- I don't recall anything

5 else I said about it.

6 Q. Did you say, "It looks like we're going

7 to lose CPB funding if we don't change our board

8 structure"?

9 A. I may have said something like that.

10 Q. Did you say what it was you thought

11 Pacifica needed to do to change its board

12 structure to avoid losing CPB funding?

13 A. I don't recall.

14 Q. Did anyone at the Board Governance

15 Committee meeting discuss what Pacifica needed to

16 do to avoid losing Pacifica funding?

17 A. Yes.

18 Q. Who discussed that?

19 A. I suspect everybody -- I believe

20 everybody on the committee said something about

21 it.

22 Q. Did Mary Berry say anything about it?

23 A. Yes, I believe everybody said something

24 about it.

25 Q. What did Mary Berry say?

DEPOSITION OF L. CHADWICK - 11/21/00 144

1 A. I don't know exactly what she said. I

2 can't recall.

3 Q. How about David Acosta?

4 A. I don't recall. I don't recall what the

5 individual directors said.

6 Q. Was there a general sense of the

7 committee that you recall?

8 A. Well, the sense of the committee was they

9 had discussed these various options.

10 A bylaw amendment had been noticed in

11 preparation for the board meeting, had gone out

12 several days before, as is required by the notice

13 process for a bylaw amendment, and they discussed

14 various options that were on the table.

15 It was discussed whether the board would act

16 and various ways to act to continue to receive CPB

17 funding.

18 Q. Did anyone discuss changing the ways that

19 directors were selected in order to meet CPB's

20 concerns during the Board Governance Committee

21 meeting?

22 A. I don't recall that as being a concern.

23 Q. The concern was more how to separate the

24 local board from the national board?

25 A. Uh, that people couldn't be on both

DEPOSITION OF L. CHADWICK - 11/21/00 145

1 boards at the same time, yeah.

2 Q. Now prior to the February 27 and 28 board

3 meeting, did you order Pacifica's station managers

4 to prepare budgets showing income without CPB

5 funding?

6 A. I did that or the treasurer did that, and

7 I made sure that it happened.

8 Q. Why did you do that?

9 A. At the request of the treasurer.

10 Q. Who was the treasurer at that time?

11 A. June Makela.

12 Q. Did she tell you why she wanted that

13 done?

14 A. Yes. She felt that it was her

15 responsibility as treasurer to understand the

16 financial implications of receiving or not

17 receiving CPB money.

18 Q. Was there a question in your mind, prior

19 to the February 99 board meeting, as to whether

20 the governing board would take the steps that it

21 needed to take to preserve CPB funding?

22 MR. RAPAPORT: Objection; calls for

23 speculation.

24 THE WITNESS: I understood from the vote that

25 was taken at the October board meeting, the board

DEPOSITION OF L. CHADWICK - 11/21/00 146

1 had said they would take steps to continue to

2 receive CPB funding.

3 MR. PYLE: Q. Were you present at the board

4 meeting in February 1999?

5 A. Yes.

6 Q. Did you receive a notice of that meeting

7 in the mail prior to the meeting?

8 A. I don't think I received it in the mail.

9 I probably was given it in my hand.

10 MR. PYLE: Why don't you take a look at

11 Exhibit 21 and let me know when you're done,

12 please.

13 (Document marked Plaintiff's

14 Exhibit 21 for identification.)

15 THE WITNESS: Okay. Do you want me to read the

16 minutes, too?

17 MR. PYLE: Q. Why don't you skim the minutes,

18 too.

19 A. Okay.

20 Q. You said that you received a notice of

21 the meeting prior to the meeting in February 1999.

22 A. (Witness nods.)

23 Q. Is the first -- are the first three pages

24 of this document that notice?

25 A. I believe so.

DEPOSITION OF L. CHADWICK - 11/21/00 147

1 MR. RAPAPORT: Actually, Hunter, before you

2 have a question pending, I want to ask my client a

3 question. So if I could take a minute.

4 MR. PYLE: Sure.

5 THE AUDIOGRAPHER: We'll pause recording at

6 3:58.

7 (Break taken, 3:58 - 4:00.)

8 THE AUDIOGRAPHER: We're going back on the

9 record at 4:00 o'clock.

10 MR. PYLE: All right.

11 Q. Are the first three pages of Exhibit 21

12 the notice that you received for the February 1999

13 board meeting?

14 A. I believe so, yes.

15 Q. Did you also receive a copy of the

16 minutes from that meeting subsequent to February

17 1999?

18 A. Yes.

19 Q. Are the last six pages of this document

20 those minutes that you received?

21 A. I believe so.

22 Q. If you could turn back to Exhibit G to

23 Exhibit 8, which is that one; do you recall at the

24 February 1999 board meeting whether the text that

25 is set forth in Exhibit 8 of Exhibit G was

DEPOSITION OF L. CHADWICK - 11/21/00 148

1 amended?

2 A. That the bylaw change happened --

3 Q. Yeah.

4 A. -- at that meeting?

5 Q. Right.

6 A. Yes.

7 Q. How was Exhibit G of Exhibit 8 amended?

8 A. Exhibit G --

9 Q. That's this one.

10 MR. RAPAPORT: Do you want to give her --

11 MR. PYLE: She's got it.

12 MR. RAPAPORT: Okay.

13 THE WITNESS: He pointed this out to me.

14 Uh, the question was: How were they amended?

15 MR. PYLE: Q. Yeah.

16 MR. RAPAPORT: I'll object; it's vague.

17 MR. PYLE: Q. How was it changed?

18 MR. RAPAPORT: Same objection.

19 To clarify, how was the language changed, or

20 what was the process by which it was changed?

21 MR. PYLE: How was the language changed.

22 MR. RAPAPORT: Withdraw the objection.

23 THE WITNESS: Well, the language that's in bold

24 on page 65 on the bottom here is included in the

25 bylaws now.

DEPOSITION OF L. CHADWICK - 11/21/00 149

1 MR. PYLE: Q. As a footnote; right?

2 A. I'm not sure how it's included in the

3 bylaws, whether it's included in the footnote or

4 in the text, but it's part of the bylaws now.

5 Q. Any other changes?

6 A. Well, they've changed the name of the

7 committee to Board Governance and Structure

8 Committee.

9 Q. Did they change the procedure for

10 nominating directors?

11 A. I don't believe so.

12 Q. Let me ask you to look at the 1997 bylaw,

13 Exhibit G to Exhibit 8.

14 That says:

15 "Candidates for directors may be

16 nominated by: 1. Receiving a majority

17 of vote of the local advisory board."

18 And there's some further language.

19 "2. The foundation's Board Development

20 Committee."

21 That's the 1997 bylaw.

22 In 1999 the bylaw was changed:

23 "Candidates for directors my be

24 nominated by the foundation's Board

25 Governance and Structure Committee."

DEPOSITION OF L. CHADWICK - 11/21/00 150

1 Isn't there a difference in procedure between

2 the 1997 bylaw and the 1999 bylaw just based on

3 what you've got here before you?

4 MR. RAPAPORT: Objection; calls for a legal

5 conclusion.

6 THE WITNESS: My understanding is the procedure

7 did not change.

8 MR. PYLE: Q. Let's move away from the

9 procedure.

10 Looking at the bylaws in front of you, doesn't

11 one bylaw call for a procedure that's different

12 from the other bylaw?

13 MR. RAPAPORT: Same objection.

14 THE WITNESS: It says what it -- what happened

15 was that nominees are still forwarded to the

16 newly-named committee by the L.A.B.s or by others.

17 And that's why I guess it seems like there's no

18 change in the policies.

19 MR. PYLE: Q. You're talking about what

20 actually happened now; right?

21 You're talking about the actual procedure that

22 was in effect?

23 A. Yeah.

24 Q. I just want you to look at the bylaws as

25 written in front of you.

DEPOSITION OF L. CHADWICK - 11/21/00 151

1 I understand that it's your opinion that the

2 procedure didn't change, and you're entitled to

3 that opinion, and I'm not asking about that.

4 A. Okay.

5 Q. Okay.

6 But --

7 A. But being nominated by the foundation

8 Board Governance and Structure Committee does not

9 change their ability to be nominated by the

10 L.A.B.s.

11 In fact, nominees are -- have been forwarded to

12 the Board Governance and Structure Committee that

13 were nominated by L.A.B.s since then and have been

14 elected by the board to be board members.

15 Q. I understand that.

16 Let's focus again on Exhibit G to Exhibit 8;

17 okay?

18 A. Okay.

19 Q. Now section 2 of the 1997 bylaw says that

20 a candidate for director can be nominated in one

21 of two ways.

22 "1. Receiving a majority vote of a

23 local advisory board, or 2. By the

24 foundation's Board Development

25 Committee."

DEPOSITION OF L. CHADWICK - 11/21/00 152

1 Do you agree with that?

2 MR. RAPAPORT: Does she agree that's what it

3 says?

4 MR. PYLE: Yes.

5 THE WITNESS: Yeah, that's what it says.

6 MR. PYLE: Q. That's what it says.

7 So according to the 1997 bylaw, there are two

8 ways by which an individual can be nominated to

9 the governing board; right?

10 A. Uh-huh.

11 Q. Now if we go to the 1999 bylaw, under

12 Nomination of Directors, there's only one way that

13 an individual can be nominated to the governing

14 board.

15 MR. RAPAPORT: Objection.

16 THE WITNESS: There are many ways.

17 MR. RAPAPORT: Wait.

18 Objection; it misstates the exhibit.

19 Go ahead and answer.

20 MR. PYLE: Q. Go ahead and answer.

21 Under section 2 --

22 A. Yes.

23 Q. -- of the 1999 bylaw --

24 A. Yes.

25 Q. -- are you looking at the 1999 bylaw?

DEPOSITION OF L. CHADWICK - 11/21/00 153

1 A. I'm looking at the 1999 bylaw.

2 Q. Under section 2?

3 A. Section 2.

4 MR. RAPAPORT: It might be easier, Hunter, if

5 you gave her Exhibit 8; it just breaks out the

6 bylaw.

7 MR. PYLE: Okay. I'm sorry. I thought I had

8 given that to you already.

9 THE WITNESS: I don't see it. Okay, this is

10 better. All right.

11 The language is different between these two

12 documents.

13 MR. PYLE: Q. All right.

14 A. I don't think the meaning is different.

15 Q. Let me ask you this, though:

16 You believed -- you believe that the procedure

17 was for electing directors -- selecting

18 directors -- excuse me -- was the same before

19 February 1999 and after February 1999; correct?

20 The procedure that was followed didn't change?

21 A. With one difference.

22 Q. What is the difference?

23 A. That people could not be elected to the

24 governing board while sitting on local advisory

25 boards.

DEPOSITION OF L. CHADWICK - 11/21/00 154

1 Q. Does anything in the 1999 bylaw,

2 Exhibit H that you have in front of you, say that?

3 A. Uh-huh.

4 It says -- I don't know where it is:

5 "The only limitation is that a nominee

6 may not be an L.A.B. member and a

7 governing board member concurrently."

8 Q. All right.

9 So other than that, though, the procedure by

10 which individuals were selected for the governing

11 board didn't change in February 1999 according to

12 you; right?

13 A. Right.

14 Q. So in your opinion, after February 28,

15 1999, Pacifica was in compliance with the CPB'S

16 regulations; right?

17 A. Right.

18 Q. Okay.

19 In your opinion, what made Pacifica in

20 compliance with CPB's regulations was that one

21 sentence that you just pointed me to that says,

22 quote:

23 "The only limitation is that the nominee

24 may not be an L.A.B. member and a

25 governing board member concurrently."

DEPOSITION OF L. CHADWICK - 11/21/00 155

1 Is that correct?

2 A. Yes.

3 MR. RAPAPORT: Objection; calls for a legal

4 conclusion.

5 Go ahead.

6 MR. PYLE: Q. Is that correct?

7 A. My understanding is that's correct.

8 Q. So all of the other changes that were

9 made to article 3 section 2 in 1999, in your

10 opinion, had nothing to do with the CPB's concerns

11 regarding Pacifica's governing board structure; is

12 that correct?

13 MR. RAPAPORT: Objection; that misstates her

14 testimony as to what her understanding was as to

15 how it worked.

16 MR. PYLE: Q. Is that correct?

17 A. I'm getting -- I just got a little lost

18 in something here.

19 The process for nomination has not changed.

20 There's nothing in the 1999 version of the

21 bylaws that precludes nominees from receiving a

22 majority of votes from the L.A.B.s.

23 Q. Okay. I understand that.

24 That wasn't my question.

25 A. Oh, okay. I've lost track then.

DEPOSITION OF L. CHADWICK - 11/21/00 156

1 Q. Let's back up then.

2 Do you agree with me that there is a

3 significant amount of change to the text of

4 section 2 and section 3; that there was a

5 significant amount of change to the text of

6 section 2 and section 3 in February 1999?

7 MR. RAPAPORT: I think these documents speak

8 for themselves.

9 Go ahead.

10 THE WITNESS: Well, there's no change to

11 section 3. You can read the language.

12 No, I don't think it changed. The footnote was

13 for the purpose of clarification that the board

14 members discussed at the board meeting.

15 MR. PYLE: Q. Well, was section 2 --

16 A. It didn't serve to change anything other

17 than the fact that you can't sit on both boards,

18 the advisory board and the governing board, at the

19 same time.

20 Q. Was the text of section 2 changed?

21 MR. RAPAPORT: Okay; it speaks for itself.

22 THE WITNESS: The words on the page are

23 somewhat different.

24 MR. PYLE: Q. The footnote that was added to

25 section 2 --

DEPOSITION OF L. CHADWICK - 11/21/00 157

1 A. Uh-huh.

2 Q. -- was that an addition to section 2?

3 A. An addition for clarification purposes.

4 Q. I understand that.

5 Now, you've pointed to one sentence in the

6 footnote that you say as a result of which

7 Pacifica henceforth was no longer in violation of

8 the CPB regulations; right?

9 A. That was the --

10 MR. RAPAPORT: Objection; calls for a legal

11 conclusion.

12 Go ahead and state your understanding.

13 THE WITNESS: My understanding is that that's

14 right.

15 MR. PYLE: Q. So then can you explain for me

16 why the other text in section 2 was changed?

17 MR. RAPAPORT: Objection; calls for speculation

18 as to what the intent was of the board members who

19 voted for the change.

20 THE WITNESS: The question was: Do I know why

21 the other language was changed?

22 MR. PYLE: Q. Right.

23 A. That is what the board committee came

24 back with and the board voted on.

25 There was some discussion that went on that I

DEPOSITION OF L. CHADWICK - 11/21/00 158

1 was not privy to, and this came back as the agreed

2 to -- as a proposal that the board unanimously

3 voted on and approved.

4 Q. You were present at the Board Governance

5 Committee meetings where this amendment was

6 discussed; right?

7 A. Yes. Then there was --

8 MR. RAPAPORT: You answered it. Let him load

9 up with another.

10 MR. PYLE: Q. Now, you said there were other

11 conversations that you weren't privy to.

12 A. Yes.

13 Q. When did those conversations take place?

14 A. During a break in the board meeting.

15 Q. Who was privy to those conversations, to

16 the best of your understanding?

17 A. Several board members.

18 Q. Such as whom?

19 A. Rabbi Kriegel, Dr. Berry, David Acosta

20 and other board members.

21 Q. Did they meet together somewhere outside

22 the room?

23 A. Yes.

24 Q. Do you know where they went?

25 A. Not exactly.

DEPOSITION OF L. CHADWICK - 11/21/00 159

1 MR. RAPAPORT: Probably not the bar.

2 MR. PYLE: Q. Do you have any understanding of

3 what was said during that meeting or during

4 that --

5 A. They came back with the language that you

6 see on Exhibit H.

7 Q. To the best of your understanding, was

8 any of that language required in order to bring

9 Pacifica into compliance with CPB regulations?

10 MR. RAPAPORT: Objection; calls for a legal

11 conclusion.

12 THE WITNESS: To the best of my understanding,

13 it was that one sentence that I referred to.

14 MR. PYLE: All right.

15 Q. So after the 1999 bylaw amendment went

16 into effect, can you explain for me the process by

17 which individuals could be selected as governing

18 board members?

19 A. Nominees' names were put forward by

20 L.A.B.s, by other board members; those are the two

21 ways that I know.

22 Q. What happened once those nominations were

23 put forward?

24 A. The Board Governance Committee would get

25 resumes from the individuals and would delegate a

DEPOSITION OF L. CHADWICK - 11/21/00 160

1 board member to meet with the nominee.

2 Then they would have committee discussions,

3 usually a teleconference prior to a board meeting.

4 Then if the individuals were still interested,

5 they would be forwarded to the board who would

6 then vote on them as board members.

7 Q. Did the Board Governance Committee

8 actually -- well, since February of 1999, has the

9 Board Governance Committee actually voted on the

10 nomination, to the best of your understanding?

11 A. I don't know that they actually vote on

12 it.

13 Q. Did you serve on that committee in your

14 capacity as executive director?

15 A. I would sometimes sit in on the

16 conference calls and sometimes not.

17 Q. Did you ever hear them discussing an

18 individual who had been nominated?

19 A. Sure.

20 Q. At the end of that discussion, was there

21 a vote on whether to forward that person to the

22 governing board?

23 A. I wouldn't say there was a vote, per se.

24 There was a general discussion as to if they

25 had enough information, if they needed more

DEPOSITION OF L. CHADWICK - 11/21/00 161

1 information, if someone could meet with the

2 individual; that was the nature of it.

3 Q. If all that -- well, so then explain for

4 me what would happen after -- let's say all that

5 information was there.

6 A. Uh-huh.

7 Q. What was the process, in your experience,

8 in terms of how that person would get forwarded to

9 the governing board?

10 A. I believe the individual's name and

11 resume would be sent out in advance of the

12 meeting.

13 Q. Would the committee itself say, "Okay,

14 we've got enough information on Mary Black. Now

15 we're going to forward her to the governing

16 board"?

17 A. They would forward her, yeah, or they

18 might say, "Did someone talk to her yet," and

19 ask --

20 MR. RAPAPORT: His question is: Assuming -- if

21 I can help --

22 MR. PYLE: Please help.

23 MR. RAPAPORT: Assuming that all the

24 information they wanted they got, and it was

25 before them, what was the next step they would

DEPOSITION OF L. CHADWICK - 11/21/00 162

1 take?

2 THE WITNESS: They'd tell me to send it out to

3 the rest of the board members.

4 MR. PYLE: Q. Would someone say, "I propose we

5 vote on sending Mary black up to the governing

6 board"?

7 A. Did someone say "we propose"?

8 Q. Vote on sending this person up to the

9 governing board?

10 A. I don't recall voting on it, per se.

11 Q. So it was more informal than that?

12 A. Uh-huh.

13 Q. Was there kind of a general census taken?

14 Did they say, "Is anyone opposed sending Mary

15 Black up to the governing board"?

16 A. I don't recall that, either.

17 MR. RAPAPORT: He's trying to understand what

18 discretion this entity had.

19 THE WITNESS: The main thing this committee was

20 about was to -- on behalf of the other board

21 members -- was to be able to know them and talk

22 about them and inform other board members about

23 them.

24 It was their task as a committee to do that

25 assignment.

DEPOSITION OF L. CHADWICK - 11/21/00 163

1 MR. PYLE: Q. Did the committee send any kind

2 of a written recommendation to the board regarding

3 the individuals who had been nominated?

4 A. I don't recall that.

5 Q. Were you present for governing board

6 meetings where there was discussion regarding

7 individuals who had been nominated and gone

8 through the committee vetting process?

9 A. Yes.

10 Q. During the course of that discussion, did

11 anyone talk about what kind of information had

12 been found out by the committee?

13 A. Yes.

14 Q. So to the best of your understanding, the

15 committee not vote on nominations; is that your

16 understanding of it?

17 A. I don't recall votes.

18 Q. Do you think that the committee was

19 really just an information-gathering entity?

20 A. I don't know. That would be speculation

21 on my part.

22 Q. Do you know who was on that committee

23 after February of 1999?

24 Do you know the names of anyone who was on that

25 committee?

DEPOSITION OF L. CHADWICK - 11/21/00 164

1 A. I think Rob Robinson was on it.

2 I can't remember if Jewelle Taylor-Gibbs was on

3 it.

4 I think the idea was to have someone from each

5 signal area sitting on it.

6 I think Dr. Berry was on it.

7 David Acosta was on it.

8 Those are the names I recall right off the bat,

9 but I'm sure I'm missing some.

10 Q. In your opinion, between the date that

11 you started working at Pacifica and the date that

12 you left Pacifica, did the role of the local

13 advisory boards, with respect to selecting

14 directors to the governing board, change in any

15 way?

16 A. No.

17 Q. Would you agree with me that prior to the

18 February 1999 board meeting, there was a lively

19 and public debate regarding the bylaw change

20 that's noticed at pages 2 and 3 of the notice that

21 went out for that meeting?

22 A. Yep.

23 Q. Yes?

24 A. Yes.

25 Q. Were these bylaw changes opposed by

DEPOSITION OF L. CHADWICK - 11/21/00 165

1 certain parties?

2 MR. RAPAPORT: You mean directors or audience

3 members?

4 MR. PYLE: I mean anyone.

5 THE WITNESS: I think there were some people

6 that were, but I couldn't name names, but just

7 from the -- I got E-mails from concerned people

8 whose names escape me at this point.

9 MR. PYLE: Q. Did you understand -- did you

10 have an understanding of what the gist of their

11 concern was?

12 MR. RAPAPORT: Objection; overbroad.

13 THE WITNESS: There were lots of different

14 things going on at the time.

15 MR. PYLE: Q. Was there any one particular

16 concern that was voiced more than others, or was

17 there a number of different concerns?

18 A. I heard, uh, concern that CPB was telling

19 Pacifica how to operate.

20 I heard concern that L.A.B.s were losing power.

21 Those are the two that I recall right now.

22 Q. Did you agree or disagree or not have an

23 opinion regarding the concern that L.A.B.s were

24 losing power?

25 A. I don't think there was any change in the

DEPOSITION OF L. CHADWICK - 11/21/00 166

1 L.A.B. relationship to the board.

2 Q. But nonetheless, there was a person or

3 group of people who expressed their concern that

4 these bylaw changes would result in L.A.B.s losing

5 power?

6 A. Uh-huh, yes.

7 Q. Can you give me a rough approximation of

8 how many E-mails you got on this issue?

9 By "rough," a hundred, a thousand, 10,000.

10 MR. RAPAPORT: At what point in time?

11 MR. PYLE: Before the February 28th meeting.

12 THE WITNESS: I might have received 100 or 200.

13 MR. PYLE: Q. Had you ever received 100 or 200

14 E-mails on any other issue that you worked on at

15 KPFA?

16 A. Uh-huh, at Pacifica, yeah.

17 Q. Like what?

18 A. Larry Bensky.

19 Q. When he was fired?

20 A. Yeah.

21 Q. When was it that he was fired the first

22 time?

23 A. I don't know.

24 You mean in my tenure?

25 Q. Yeah, in your tenure.

DEPOSITION OF L. CHADWICK - 11/21/00 167

1 A. I think Larry was only -- I'm sure Larry

2 was only fired once.

3 Q. When was that?

4 A. Oh, I know now. Now I'm understanding

5 the sequencing of it. I'm sorry.

6 He was -- it was in April of '99, but the other

7 E-mails I received about Larry Bensky was when his

8 show changed, at his request, from a daily show to

9 a weekly show, and that was in December '98.

10 Q. Wasn't there another time when Larry

11 Bensky was fired before April of 1999?

12 A. No.

13 Q. Was there a time that he was terminated

14 before April 1999?

15 A. No.

16 What the confusion is there is that Larry went

17 from being a host of a program, a daily program,

18 to a weekly program at his request.

19 Q. Let's hold off on that. I don't want to

20 get too sidetracked.

21 When you said you received 100 E-mails

22 regarding Larry Bensky --

23 A. A couple hundred.

24 Q. -- a couple hundred, when was that?

25 A. Probably in December.

DEPOSITION OF L. CHADWICK - 11/21/00 168

1 Q. Of which year?

2 A. '98.

3 Q. Prior to February of 1999, had you

4 received hundreds of E-mails on any other issue

5 that had come up at Pacifica?

6 A. No. I don't recall, but to the best of

7 my knowledge, no.

8 Q. In your tenure at Pacifica -- strike

9 that.

10 Did you receive voicemails in addition to

11 E-mails regarding the proposed changes to

12 article 3, section 2 prior to February 28, 1999?

13 A. I think some.

14 Q. Do you remember how many, roughly?

15 A. No. It was probably in the ten's.

16 Q. Would you agree with me that at this

17 point in time, the Pacifica governing board is

18 self-selecting in the sense that the governing

19 board itself votes on who is going to sit on the

20 governing board?

21 MR. RAPAPORT: I'll object. It calls for a

22 legal conclusion, and it's vague as to "this point

23 in time."

24 Do you mean today?

25 MR. PYLE: Today.

DEPOSITION OF L. CHADWICK - 11/21/00 169

1 MR. RAPAPORT: I'll withdraw the vagueness

2 objection.

3 THE WITNESS: The board votes on who are the

4 board members, yes.

5 MR. PYLE: Right.

6 Q. Do you agree with me that if the board

7 decides to reject individuals nominated by the

8 local advisory boards, that it's free to do that

9 at this point in time?

10 A. Yes.

11 Q. In addition to what you have already told

12 me about, prior to February 28, 1999 did you

13 discuss the issue of local advisory boards

14 nominating and electing directors to the governing

15 board with anyone from the Corporation for Public

16 Broadcasting?

17 A. I don't recall that.

18 Q. Did you make any effort at all to attempt

19 to work out a governing board structure by which

20 local advisory boards could -- hold on just a

21 second. Let me rephrase that question.

22 MR. PYLE: Let's go off the record.

23 (Break taken.)

24 THE AUDIOGRAPHER: We're going off the record

25 at 4:28.

DEPOSITION OF L. CHADWICK - 11/21/00 170

1 (Break taken.)

2 THE AUDIOGRAPHER: We're going back on the

3 record at 4:35.

4 MR. PYLE: Q. Ms. Chadwick, you stated a few

5 minute ago that you received hundreds of

6 E-mails --

7 A. A couple hundred.

8 Q. -- E-mails regarding the proposed

9 amendment to article 3 section 2 in 1999.

10 A. Yes.

11 Q. You said the gist of those E-mails was a

12 concern that the L.A.B.s were losing power?

13 A. Uh-huh.

14 Q. After you received those E-mails, did you

15 do anything to determine whether the proposed

16 bylaws were, in fact, going to result in the

17 L.A.B.s losing power?

18 A. No. I received those E-mails, as did

19 most of the board members. It was not necessarily

20 personal E-mails.

21 Q. Did you, in your capacity as executive

22 director, do anything to investigate whether the

23 changes in bylaws that had been proposed were

24 going to diminish the power of the L.A.B.s?

25 A. No.

DEPOSITION OF L. CHADWICK - 11/21/00 171

1 MR. PYLE: Off the record.

2 THE AUDIOGRAPHER: Going off the record at

3 4:37.

4 (Discussion off the record.)

5 THE AUDIOGRAPHER: That's it for today. We're

6 ending the testimony deposition at 4:40.

7

8 (The deposition of LYNN CHADWICK

9 was adjourned at 4:40.)

10 -o0o-

11

12

13 _______________________________

14 LYNN CHADWICK

15

16

17

18

19

20

21

22

23

24

25

DEPOSITION OF L. CHADWICK - 11/21/00 172

1 STATE OF CALIFORNIA )

2 ) SS.

3 COUNTY OF CONTRA COSTA )

4

5 I, PATRICIA TABOR, do hereby certify:

6 That LYNN CHADWICK, in the foregoing

7 deposition named, was present and by me sworn as a

8 witness in the above-entitled action at the time

9 and place therein specified;

10 That said deposition was taken before

11 me at said time and place, and was taken down in

12 shorthand by me, a Certified Shorthand Reporter of

13 the State of California, and was thereafter

14 transcribed into typewriting, and that the

15 foregoing transcript constitutes a full, true and

16 correct report of said deposition and of the

17 proceedings which took place;

18 That I am a disinterested person to the

19 said action.

20 IN WITNESS WHEREOF, I have hereunder

21 subscribed my hand this 29th day of November 2000.

22

23 _______________________

24 PATRICIA TABOR

CSR NO. 5739

25 State of California

DEPOSITION OF L. CHADWICK - 11/21/00 173

1 DIABLO VALLEY REPORTING SERVICES

Certified Shorthand Reporters

2 2121 N. California Blvd., Suite 310

Walnut Creek, California 94596

3 (925) 930-7388

4 November 29, 2000

5 Lynn Chadwick

c/o

6 Daniel Rapaport, Esq.

Wendel, Rosen, Black & Dean

7 1111 Broadway, 24th Floor

Oakland, California 94607

8

9 Re: Adelson vs. Pacifica

10

Dear Ms. Chadwick:

11

This is to inform you that your deposition

12 conducted on Tuesday, November 21, 2000 has been

transcribed into booklet form.

13

You have the right to review and sign the

14 transcript of your testimony to ensure that it is

true and correct. If you wish to avail yourself

15 of this opportunity, the original transcript of

your deposition shall be held in our offices for

16 your review for not more than 30 days or until

requested for trial. If you choose to come to our

17 office, it would be best to call our office before

your arrival so that the transcript can be readily

18 available.

19 If you do not sign your deposition, please be

advised that it may be used at the time of trial

20 with the same force and effect as though it had

been signed.

21

If you should have any questions regarding this

22 information, please do telephone our staff to

assist you.

23

24

Patricia Tabor

25 Certified Shorthand Reporter

cc: All Counsel

DEPOSITION OF L. CHADWICK - 11/21/00 174