DEPOSITION OF LYNN CHADWICK - VOL. 1
1 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
2 IN AND FOR THE COUNTY OF ALAMEDA
5 DAVID ADELSON, et al.,
7 -vs- NO. 814461-0
8 PACIFICA FOUNDATION, a
California Nonprofit Corporation,
9 et al.,
15 DEPOSITION OF LYNN CHADWICK
18 Taken before PATRICIA TABOR
19 CSR No. 5739
20 Tuesday, November 21, 2000
23 DIABLO VALLEY REPORTING SERVICES
Certified Shorthand Reporters
24 2121 N. California Boulevard, Suite 310
Walnut Creek, California 94596
25 (925) 930-7388
1 I N D E X
2 DEPOSITION OF LYNN CHADWICK
3 Tuesday, November 21, 2000
5 EXAMINATION BY MR. RAPAPORT 4
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,
18 Letter to P. Scott from 74
14 R. Coonrod, 9/14/98
19 Letter to L. Chadwick from 114
16 J. Crigle, 10/12/98
20 Letter to L. Chadwick from 136
18 R. Madden, 2/24/99
21 Notice of Meeting, 2/4/99 147
DEPOSITION OF L. CHADWICK - 11/21/00 2
1 DEPOSITION OF LYNN CHADWICK
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
15 HUNTER PYLE, ESQ., Siegel & Yee, 499 - 14th
16 Street, Suite 220, Oakland, California 94612,
17 appeared on behalf of the Plaintiffs.
19 DANIEL RAPAPORT, ESQ., Wendel, Rosen, Black &
20 Dean, 1111 Broadway, 24th Floor, Oakland,
21 California 94607, appeared on behalf of the
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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;
5 A. Yes.
6 Q. Do you recall when you met David
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
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
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
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
24 A. It became more and more interesting to
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
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
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
13 Q. What did you learn about what they
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
4 (Break taken, 11:50 - 12:05.)
6 (At this point, the deposition commenced
7 being recorded audibly by Liam Kirscher.)
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
15 The place of the deposition, Siegel & Yee
16 offices, 499 - 14th Street, Suite 220, Oakland,
17 California. Case name: Adelson, et al., versus
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.
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
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
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
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
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
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
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
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
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
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
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
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
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
18 Q. Then what happened, to the best of your
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
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
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
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
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
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
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
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
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
20 THE WITNESS: Thank you.
21 MR. PYLE: Let's have this marked as next in
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.
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
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
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
5 Q. When you say "we," whom are you referring
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
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
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
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
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
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
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
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
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
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
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
17 He went to a couple of conferences to do some
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
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?
10 (Whereupon Sherry Gendelman arrived at 12:38)
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
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
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
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
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
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
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
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
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
9 A. Yes.
10 Q. In what capacity?
11 A. As the national communications director.
12 Q. What were her job duties in that
14 A. To provide internal and external
16 Q. Who made the decision to hire Elan
18 A. I did.
19 Q. Did you consult with anyone before doing
21 A. I don't believe so.
22 Q. Was her position posted before she was
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
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
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
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
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
4 Are you familiar with the Pacifica Foundation's
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
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
17 Q. This was after September of 1997;
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
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
20 Q. Whom did you speak to on the Nominating
22 A. Or the/Board Development Committee.
23 David Acosta, who is the chair of that
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
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
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
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
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
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
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
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
25 A. As the acting interim general manager of
DEPOSITION OF L. CHADWICK - 11/21/00 72
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
DEPOSITION OF L. CHADWICK - 11/21/00 73
1 A. No.
2 MR. PYLE: Let's have this marked as next in
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
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
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
4 Q. What did Pat Scott tell you during that
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
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
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
18 MR. PYLE: Correct, not before the first
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
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
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
21 A. When we were preparing for the board
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
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
2 Q. Did you discuss the substance of the
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
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
DEPOSITION OF L. CHADWICK - 11/21/00 80
1 A. I probably discussed it with other board
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
20 I think it's clearly responsive to our document
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.
DEPOSITION OF L. CHADWICK - 11/21/00 82
1 (Lunch break taken, 1:37 - 2:10.)
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
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
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
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
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
22 Q. Did you think about the particular
23 solution of prohibiting governing board members
24 from simultaneously serving on local advisory
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
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
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,
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
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
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
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
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
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
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
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
3 Q. Did you ever repeatedly call him
4 "Uncle Bob" at a KPFA meeting of some sort or
6 A. I don't know. I might have said that.
7 Q. Are you pretty close with him, would you
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
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
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
14 Q. Do you know whether this language has
15 ever formally been part of the Pacifica Foundation
17 MR. RAPAPORT: Once again, you're asking her
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
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
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
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
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
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
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
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
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
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.
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
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
9 Q. Had you largely assumed the duties of the
10 executive director as of the October 1998 board
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
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
DEPOSITION OF L. CHADWICK - 11/21/00 107
1 A. I was a representative of the national
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;
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
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
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
13 MR. RAPAPORT: Objection; calls for
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
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
18 A. That's what he said when I saw the
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
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
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
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
12 MR. PYLE: Uh-huh.
13 MR. RAPAPORT: Objection; calls for
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
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
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
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
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
3 I can be more specific.
4 Did you discuss the merits of CPB's concerns
5 regarding the Pacifica governing board at that
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
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
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
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
10 Q. Wasn't there a Board Governance Committee
11 meeting sometime in late 1998 where this issue was
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
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
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
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
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
5 Q. Let's put the CPB issue aside and focus
6 on the issue of L.A.B.s nominating and electing
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
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
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
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
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
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
4 MR. PYLE: Q. Why did you understand it might
5 be an issue?
6 A. I had a conversation with Rick about
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
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
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.
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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,
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,
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
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
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
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
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
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
6 THE WITNESS: My understanding is the procedure
7 did not change.
8 MR. PYLE: Q. Let's move away from the
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
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;
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
DEPOSITION OF L. CHADWICK - 11/21/00 152
1 Do you agree with that?
2 MR. RAPAPORT: Does she agree that's what it
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
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
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
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
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,
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
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
12 Go ahead and state your understanding.
13 THE WITNESS: My understanding is that that's
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
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
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
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
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
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
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
24 It was their task as a committee to do that
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
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
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
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
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
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
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
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
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
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
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
4 (Discussion off the record.)
5 THE AUDIOGRAPHER: That's it for today. We're
6 ending the testimony deposition at 4:40.
8 (The deposition of LYNN CHADWICK
9 was adjourned at 4:40.)
14 LYNN CHADWICK
DEPOSITION OF L. CHADWICK - 11/21/00 172
1 STATE OF CALIFORNIA )
2 ) SS.
3 COUNTY OF CONTRA COSTA )
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.
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
6 Daniel Rapaport, Esq.
Wendel, Rosen, Black & Dean
7 1111 Broadway, 24th Floor
Oakland, California 94607
9 Re: Adelson vs. Pacifica
Dear Ms. Chadwick:
This is to inform you that your deposition
12 conducted on Tuesday, November 21, 2000 has been
transcribed into booklet form.
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
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
If you should have any questions regarding this
22 information, please do telephone our staff to
25 Certified Shorthand Reporter
cc: All Counsel
DEPOSITION OF L. CHADWICK - 11/21/00 174