From: "Lyn Gerry" <redlyn@loop.com>
Subject:
Pacifica Board Secretary Roberta
Brooks' Memo on Governance Change Defies Credibility
What follows is a memo sent to the KPFA Local Board by Pacifica National Board Secretary Roberta Brooks regarding proposed governance changes which have spurred controversy and drawn fire from Station advisory boards throughout Pacifica. Brooks, who is a top aide to Rep. Ron Dellums (D- Oakland) and one of the primary forces behind the controversial "Strategic 5-Year Plan, is now claiming that the governance changes which would reduce local representation on Pacifica's national board from a majority to a minority was voted and passed at the January 1997 meeting in Houston.
How is this possible when:
1) Proposed language was not distributed until March 6, 1997? See the governance proposals.
2) The Strategic 5-Year Plan, issued in November 1996, states in the section on governance that proposals will be discussed at the January 1997 "retreat.". In order to qualifiy as a retreat, policy may not be voted on for enactment. Nor may by-laws amendments be made behind closed doors, but must be made in public session. Retreats are not public sessions.
3) Nobody, including the National Board Reps who would have allegedly passed this motion in January were aware that they had voted on it. Or they omitted to inform the station boards at KPFA, KPFK and WPFW, who voted to table the amendment until this coming September. If 6 Board Reps are unaware of what they voted on, there are some hard questions that need to be answered regarding why.
4) Approximately 50 members of the public witnessed the discussion of the governance proposals at the National Board Meeting in Berkeley. These proceedings were audio and videotaped and reporters took notes.
Ms. Brooks was at the table the entire time. The governance proposals of creating the "signal area rep" were discussed. Alexis Gonzales, KPFA suggested these proposals be referred back to committee. At no time did Ms. Brooks or any other member at the table assert that these changes had already been voted on three months earlier..
In fact, it appears Ms. Brooks did not begin to claim these changes had been voted until they were tabled last June.
This defies credibility.
To add to the confusion, of course, no minutes of any of the board meetings have been released to the public, as the Pacifica National Board has claimed these are "confidential documents." These documents only became "confidential" after Pat Scott was made the Executive Director of the Pacifica Foundation.
The memo raises an important question. What is the purpose of this memo? For the by-laws changes to be binding, they must have been circulated to board members 30 days before a public meeting in which a 2/3 majority of present or voting-in-absentia members approve them. I assume from the language of the memo that they have indeed gone ahead and circulated the language to be voted upon at the upcoming (September) meeting, to the members of the National Board. This indicates, clearly, that the resolutions remain to be passed and will not become binding until and unless they pass such a vote. So, again, what is the purpose of the memo...what position does it reflect? Any mildly attentive person can easily understand that her distinctions regarding implementation are completely absurd. The implementation IS the change. Without approving the implementation, there IS NO CHANGE in by-laws. A prior vote to change the by-laws to conform to some consensus sentiment is legally meaningless. So, one more time, what is the purpose of the memo?
Some possibilities:
1) Ms. Brooks feels that enough National Board members are stupid, ignorant,
or confused enough (or some combination of all three) to believe this stuff.
In particular, it may be directed to the new National Board members, in
an attempt to have them believe that things are all done, their vote is
not actually meaningful, and why start off bucking the majority?
2) It may be an effort to deflate, distract, or derail opposition efforts. How this makes sense is difficult to see however...this memo only adds fuel to the fire precisely at the crucial point in the process, focussing even greater attention on it, leaving herself open to ridicule for the kind of sophistry she applies, and giving the opportunity for interesting media stories about these shenanigans.
3) What else, beyond the unreasonable suggestions that it is an irrational act or that Ms. Brooks herself is either stupid, ignorant or confused? The question what else? here is not rhetorical...it should be considered seriously.
Another important question is whether this memo is indicative of the type of manipulation that has been carried out throughout the planning process. That is, if Ms. Brooks actually believes that there is an audience gullible enough to accept her bizarre construction, is that belief perhaps borne out of experience? Is this the kind of tactic that has been used to herd the governing board when they meet behind closed doors? If so, it is a deeply disturbing, but perhaps somewhat enlightening, conclusion that helps make some sense of some of what has been happening, for example the inflated claims of success that are at stark variance with the objective facts.
Here is the text of Roberta Brooks' memo of August 18, 1997:
==========================================
[Unusual spelling, punctuation and syntax are part of the original memo which was reproduced as faithfully as possible.]
To: KPFA Board Members
From: Roberta Brooks
8/18/97
Attached please find a copy of a document that Jack O'Dell and I faxed to Hank prior to the last board meeting. I understand that this was not shared with the Board and Jack thinks it might be helpful in clearing up some of the confusion that seems to exist. If you have any questions, please don't hesitate to call me. h (527-5740, w: 763-0370.
Hank:
First of all, I apologize that my work prevents me from coming to the KPFA Advisory Board meeting. Attached is a memo signed by Jack O'Dell who chaired the Governing Board meeting in June and myself, as Secretary of the Board. I hope it helps clarify some of the confusion that seems to exist surrounding actions taken publicly in June. (Excuse the garbled look since I worked on this on two different computers>)
In addition, I would like to clarify a few other points that were raised in your memo of August 11 as well as the August 7 letter from Take Back KPFA.
With regard to disagreement over what happened in Houston and what happened in June, I offer the following. The first item of business in the committee meeting was to receive consensus that the proposed guidelines on governance had indeed been passed in Houston and our job was one of implementation. We proceeded to outline ways to implement a process that would allow for a natural staggering of LAB reps and we agreed to refer back to the committee recommendations and guidelines on Signal Area Reps who will be added in February.
In re: the Take Back letter, Alexis did raise excellent questions in the Board Development meeting which were answered and in some cases, affected positive changes to the working document we had in front of us. The following day, however, I reported out the recommendations of the committee and all passed unanimously.
There were by-law changes that had been
noticed thirty days before the meeting, as required by the by-laws. These
changes were designed to bring the By-Laws into compliance with the policies
and guidelines that were the result of the strategic five year plan. Article
Nine of the old By-Laws stated:
AMENDMENT OF BY-LAWS: These By-Laws may be amended, altered or repealed
in whole or in part at any meeting of the Board of Directors, provided
that the proposed changes have been submitted to each member of the Board
of Directors with the notice of the meeting and provided further that the
right of waiver of notice of meeting shall not apply. In order to be adopted,
any proposal must receive the vote of two-thirds of all the members of
the Board of Directors present and voting or voting by signed ballot received
before the meeting at which the proposal is voted upon convenes. The directors
voting by mail ballot must attach an exact copy of the proposal being voted
upon to their ballots." Accordingly, ballots were went out to all
members of the Governing Board by the National Office with a note to return
them to me as Secretary in the event they were unable to attend.. We received
one ballot from the one person unable to attend the meeting: Loretta Ross.
So, contrary to the allegations, this was not a "rush" job to
accomplish something before a meeting but rather action required by the
By-Laws.
One By-Law change was tabled simply because Pacifica's attorney suggested that we separate the nomination and the election processes into two separate elements under Article Three. Since that had not been previously noticed, we were required to table it until noticed and until the September meeting.
Roberta Brooks
8/18/97
[Next page]
We have heard from various sources that confusion exists regarding what
actions were and/or were not taken at the Pacifica Governing Board meeting
in Oakland in June, 1997. We are addressing the questions that have come
to our attention in the hopes that this confusion will be settled.
Prior to this year, the Governing Board of the Pacifica Foundation was made up of 15 members, divided into two types: At-Large members and Local Advisory Board (LAB) members. The by-laws do not stipulate that the Governing Board consist of a certain number of members, or that it consist of a certain number of members from each type on the board. The Governing Board's operating policies have changed that ratio at different times. In January 1997, the Governing Board consisted of 5 At-Large members and 10 LAB members. The 10 LAB members consisted of 2 members nominated by the Local Advisory Boards from each of Pacifica's 5 stations (in New York, Los Angeles, Washington, Houston, and the Bay Area). The Governing Board voted on whether to seat each LAB-nominated member.
During the Governing Board's January meeting, the Governing Board voted to identify a third type of Governing Board member: Signal-Area Representatives. These members must reside within the signal area of one of the five Pacifica-operated stations, but are free of the duties and responsibilities of service on an LAB. The Governing Board also decided that the LABs will send one member, not two, to serve on the Governing Board. The five seats thereby freed will be filled by Signal Area Representatives.
These changes were the result of concerns that Pacifica's Governing Board needed members with skills and expertise not currently being supplied under the existing system for selecting members. In addition, the strengthened purpose of the LAB is to conduct community needs assessments and report to the Governing Board regarding whether the station is supporting Pacifica's mission and providing community service. The skills required to do that may not necessarily be the skills needed on the Governing Board. Finally, the Governing Board members were concerned that some members serving on two boards were over-committed.
In January 1997, the Governing Board did not decide how Signal-Area members would be nominated, when and how the transition to five LAB members would proceed, and whether by-law changes would be necessary to enact these changes. These implementation issues were assigned to the Governing Board's Board Development Committee for review, with follow-up action for the Governing Board anticipated during the June meeting.
These three implementation issues were taken up by the governing Board committees in the spring. After receiving feedback from the Council of Chairs (a new body approved during the January Governing Board meeting, consisting of the chairs of the five LABs), the Board Development Committee prepared a proposal for nominating Signal Area members to the Governing Board. A proposal was put forward recommending that Signal Area members be nominated by a committee made up of the chair of the LAB from the signal area, the LAB member from the signal area serving on the Governing Board, the chair of the Governing Board's Board Development Committee (plus the Deputy Executive Director for Development, as a non-voting staff member). In addition, the committee recommended that the Signal Area member should serve as an ex-officio member of the signal area LAB. This proposal reflected, also, an accommodation with the Council of Chairs, which wanted to delete the proposal to include the station general manager, thus establishing more LAB influence in the Signal Area member nomination process.
There was also discussion about the need for the Committee to conduct an on-going assessment of skills needed on the Governing Board which will apply to recruitment for at large and signal area reps. This will be sent to the Council of Chairs. The committee will also develop a plan to stagger the terms of new Signal Area Reps. The plan will be presented to the Board in September with the intent to seat signal area reps in February, 1998. We also proposed that the Finance Committee review the feasibility of expanding the national office budget to cover meeting travel and lodging for all Governing Board members (rather than the individual stations assuming the costs.)
A transition plan to accomplish this shift in membership was also discussed during the June 14 Board Development Committee and a plan was adopted for each station. Specifically, KPFK and WPFW would select two nominees and the board development committee would select one as a principal and the other as an alternate. KPFA would be represented by David Assman who would serve his term through 10/98 (that has now changed) since Alexis' first term had expired in February '97. KPFT would be represented by David Acosta since his term expired in 3/99 and the other representative had resigned. WBAI would be represented by Frank MIllspaugh whose term expires 10/97 and Cecilia McCall had also resigned. This provided a natural staggering of LAB reps. It was also agreed that of the two persons nominated to the GB from the LAB, one must be a person of color consistent with Pacifica's affirmative action policy.
Finally, a series of by-law language changes to reflect the new governance structure was developed and presented by the Executive Committee to the Governing Board. The language changes, most of which were semantic in nature, were approved without dissent. However, a recommendation from the Pacifica attorney to separate the nomination and election function was discussed and since it was new language and had not been noticed, the Board tabled the item for final language changes and presentation to the GB in the September meeting.
The regular quarterly meeting of the Council of Chairs will also be convened between now and September in preparation for the Governing board meeting at the end of September. In addition, we will respond to the letter from Vice-Chair Dashiell and will get that to you as soon as possible. We apologize for the delay.
We hope that this will clarify some of the confusion that appears to exist surrounding actions taken at the June Board meeting in Oakland.
Jack O'Dell, Chair Roberty
Brooks, Secretary
8/13/97
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