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1 THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF ALAMEDA
2 DAVID ADELSON, ET AL )
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3 VS. )
) CAUSE NO. 814461-0
4 PACIFICA FOUNDATION, )
A CALIFORNIA NONPROFIT )
5 CORPORATION, ET AL )
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10 ORAL DEPOSITION OF
11 MICHEAL PALMER
12 FEBRUARY 6, 2001
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ORAL DEPOSITION OF MICHEAL PALMER, produced as a witness
21 duly sworn by me at the instance of the Plaintiffs, taken
in the above-styled and numbered cause on the 6th day of
22 February, 2001, from 9:58 a.m. to 12:13 p.m., before
Mylinda Tubbs Faircloth, Certified Shorthand Reporter
23 No. 2896 in and for the State of Texas, via machine
shorthand, at the offices of Elite Reporting Service,
24 Inc., 3637 W. Alabama, Suite 110, Houston, Texas 77027,
pursuant to the Federal Rules of Civil Procedure and the
25 provisions stated on the record.
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1 A P P E A R A N C E S
2 FOR THE PLAINTIFFS
MR. DAN SIEGEL
3 SIEGEL & YEE
499 14TH STREET, SUITE 220
4 OAKLAND, CA 94612
5 FOR THE DEFENDANTS
MS. KATHY C. POTTER
6 EPSTEIN, BECKER & GREEN
1227 25TH STREET N.W.
7 WASHINGTON, D.C. 20037
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1 INDEX
2 PAGE
Appearances.......................................2
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Stipulations......................................4
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MICHEAL PALMER
5 Examination by Mr. Siegel....................4
6 Reporter's Pre-signature Certificate.............91
7 Witness's Signature Page/Corrections.............92
8 Reporter's Post-signature Certificate............94
9 EXHIBITS
10 NUMBER DESCRIPTION IDENTIFIED
11 325 E-mail message 54
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1 P R O C E E D I N G S
2 FEBRUARY 6, 2001
3 THE REPORTER: Will counsel please state
4 your stipulations for the record.
5 MR. SIEGEL: We -- we are taking these
6 depositions under what are called the Northern California
7 rules, which are different than the Southern California
8 rules. So, ultimately what will happen is that the copy
9 of the deposition that you send to Mr. Palmer's counsel
10 will be made available to him. And if he has corrections
11 to make, he will then forward -- she will then forward
12 them to you and you will send the original and the
13 corrections and my copy to me.
14 THE REPORTER: And under the Texas federal
15 rules -- federal, you get 30 days for signature. Is that
16 acceptable?
17 MR. SIEGEL: Yes.
18 MS. POTTER: Yes.
19 MICHEAL PALMER,
20 having been first duly sworn, testified as follows:
21 EXAMINATION
22 BY MR. SIEGEL:
23 Q. Okay. Would you state your full name and spell
24 it, please.
25 A. Micheal David Palmer. And Micheal is spelled
5
1 M-I-C-H-E-A-L.
2 Q. And what is your address?
3 MS. POTTER: Objection. He's -- we're not
4 going to give out personal addresses, given the animosity
5 and hostility going on in this case.
6 Q. (By Mr. Siegel) You can give a business
7 address, if you like.
8 A. 2500 West Loop South, Suite 100, Houston 77027.
9 Q. And what is your date of birth?
10 A. August 17th, 1958.
11 Q. Okay. Mr. Palmer, we've been introduced. My
12 name is Dan Siegel. I'm one of the attorneys for the
13 plaintiffs in a case called Adelson versus Pacifica
14 Foundation, and we're here today to take your deposition.
15 I'd like to go over briefly some of the procedures that
16 we'll follow.
17 First of all, I'm going to do my best to
18 ask clear questions of you. And if you answer the
19 questions, I will assume that my questions were clear.
20 Therefore, my first request is that if you find a
21 question unclear, that you let me know and I'll rephrase
22 it. Is that all right?
23 A. Yes.
24 Q. Okay. Secondly, there are some conversational
25 rules applicable to depositions that we use to make sure
6
1 that we have a clear record. One is that we will --
2 should both make an effort not to talk over the other.
3 Sometimes you may anticipate the end of my questions or I
4 may want to step on your answers and we should avoid that
5 so -- to make the court reporter's job easier. Is that
6 okay?
7 A. Yes.
8 Q. And along the same lines, in day-to-day
9 conversation we often use informal gestures, sounds,
10 grunts, and so on to communicate. But in depositions we
11 must use words in the English language. Is that okay?
12 A. Yes.
13 Q. At the conclusion of the deposition, as we
14 discussed earlier, the court reporter will prepare the
15 transcript and it will be made available to you for your
16 editing and you may make corrections or you may even
17 change the substance of your answers if you choose to do
18 so. And I need to warn you that in the event you do
19 change the substance of your answers and the deposition
20 is later used at trial or at other proceedings in this
21 case, we would have the opportunity to comment upon such
22 changes. Do you understand that?
23 A. Yes, sir.
24 Q. Okay. In the course of the deposition today,
25 which is not expected to be overly long, you're certainly
7
1 free to take a break, consult with your counsel, or for
2 any other reason. We're not here to wear you out or
3 subject you to a test of your stamina. Also, in the
4 course of the deposition, your attorney may make
5 objections to certain questions, just as attorneys do in
6 court. Obviously, there's no judge here to rule on those
7 objections, and they're simply made for the record, and
8 you will be expected to answer the questions regardless
9 of the objections. The -- the exception --
10 MS. POTTER: Unless your attorney -- go
11 ahead.
12 Q. (By Mr. Siegel) The exception to that would be
13 if your attorney instructs you not to answer because the
14 question invades a privilege, such as the attorney/client
15 privilege or any other applicable privilege. Do you
16 understand that?
17 A. So, whenever she may choose to object, then
18 unless it violates some privilege, then I'm still
19 required to answer the question?
20 MS. POTTER: If I object -- after I
21 object, you still answer --
22 THE WITNESS: Okay.
23 MS. POTTER: -- unless I tell you not to
24 answer.
25 THE WITNESS: Okay.
8
1 A. Yes.
2 Q. (By Mr. Siegel) All right. Do you have any
3 questions about the process?
4 A. No. Thank you.
5 Q. Okay. Is there any reason today why your
6 deposition should not go forward, such as illness,
7 fatigue, use of medication, or so on?
8 A. No.
9 Q. Okay. And do you feel your memory is intact
10 today?
11 A. Yes.
12 Q. Great.
13 A. That's a good question.
14 Q. Have you ever had your deposition taken before?
15 A. No, sir.
16 Q. Okay. Mr. Palmer, in the course of noticing
17 these depositions, we served on your attorneys a request
18 that each of the parties to the case produce certain
19 documents. Have you produced any documents today?
20 A. I forwarded all the -- all the materials to
21 counsel.
22 Q. Okay.
23 MR. SIEGEL: Have relevant materials been
24 turned over?
25 MS. POTTER: We have some relevant
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1 materials. It's my understanding that you're in the
2 process with Tonya working on a confidentiality
3 agreement. The documents all contained financial
4 information. So, as soon as the agreement is worked out,
5 we'll produce the documents.
6 MR. SIEGEL: Okay. Great.
7 Q. (By Mr. Siegel) Mr. Palmer, can you give us
8 your educational background, please?
9 A. In terms of college?
10 Q. Yeah, say, post high school.
11 A. I have a B.S. in psychology from the University
12 of Science and Arts of Oklahoma and some hours at
13 Oklahoma State in English graduate work.
14 Q. When did you receive your bachelor's degree?
15 A. At the end of 1980.
16 Q. Okay. And can you summarize your employment
17 history since you graduated from college?
18 A. Sure. I taught English at Oklahoma State for a
19 little bit. I worked with a company in Tulsa called MPSI
20 that allowed me to move to Houston to do some demographic
21 research work. I have worked in the real estate industry
22 in Houston since about 1984.
23 Q. Okay. And so, you're currently employed in the
24 real estate industry?
25 A. Correct.
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1 Q. And what do you do in that industry?
2 A. I'm a real estate broker.
3 Q. And by whom are you employed?
4 A. C.B. Richard Ellis.
5 Q. And is that a commercial real estate firm?
6 A. Correct.
7 Q. What sort of work do you do for them?
8 A. Well, I'm a broker and I conduct real estate
9 transactions, help others put together and conduct real
10 estate transactions.
11 Q. Okay. How long have you worked for that
12 company?
13 A. Since 1986.
14 Q. Okay. In the course of your professional work,
15 have you had occasion to be involved in sales or
16 evaluations of radio stations?
17 A. Not radio stations.
18 Q. Okay. Have you been involved in the sale or
19 transfer of radio licenses or frequency licenses?
20 A. No.
21 Q. Okay. You are currently a member of the
22 national board of the Pacifica Foundation, correct?
23 A. Yes, sir.
24 Q. Am I correct that you were elected in March of
25 1998?
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1 A. I don't recall the exact date, but it's around
2 that time.
3 Q. Okay. And was that for a three-year term?
4 A. I think they're three-years terms right now,
5 yes.
6 Q. And so, will that term expire within the next
7 month or so?
8 A. If it was, you know, the date you said, then
9 yeah, it -- it would be coming up for, you know, ending
10 or whatever may happen at that point, yeah.
11 MS. POTTER: But you don't recall the
12 exact date?
13 THE WITNESS: I don't recall the exact
14 date.
15 Q. (By Mr. Siegel) Do you intend to stand for
16 election or consideration for another term?
17 A. I'm not certain at this time because I don't --
18 I don't -- again, I don't know exactly when it expires
19 and I haven't addressed it yet.
20 Q. Okay. Are you a listener to radio station
21 KPFT?
22 A. On the way over here.
23 Q. Okay. Hear anything good on the show this
24 morning with Ralph Nader?
25 A. I heard parts of that and heard -- and their
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1 final day of the fund drive.
2 Q. When did you first become a listener to KPFT?
3 A. In 1982.
4 Q. And how was it that you became a listener?
5 A. I think within about three days of moving here
6 just found them on the radio dial and just started
7 listening.
8 Q. And was there something about the Pacifica
9 programming that attracted you?
10 A. The music, some of the talk programming that
11 was on the air, and I just liked the -- the feel of the
12 station.
13 Q. And have you been a financial contributor to
14 the station?
15 A. Yes.
16 Q. Starting when?
17 A. I don't know exactly but probably around 1984.
18 Q. Okay. And can you estimate either in total or
19 on an annual basis what your contributions have been?
20 A. It's been sporadic, but I guess $5,000.
21 Q. Okay. So, that would be in the range of
22 several hundred a year?
23 A. Oh, yes.
24 Q. Okay. Have you ever been a volunteer for KPFT?
25 A. Yes.
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1 Q. When did you start doing that?
2 A. Around '84, '85.
3 Q. And what sort of things did you do as a
4 volunteer?
5 A. Answered the phone in fund drives --
6 Q. Okay.
7 A. -- primarily. I mean -- I mean, it wasn't
8 every fund drive or every year but that would -- that's
9 what I did. I would answer the phones.
10 Q. Okay. Ever been an on-the-air volunteer --
11 A. No.
12 Q. -- or done technical --
13 A. No.
14 Q. -- work for them?
15 A. No, sir.
16 Q. Did you ever serve on the local advisory board?
17 A. I did.
18 Q. When was that?
19 A. The dates I'm going to, you know, tell you I
20 don't remember exactly but beginning in around 1980 --
21 '93, '93.
22 MS. POTTER: Are you talking about KPFT's
23 advisory board?
24 MR. SIEGEL: Yeah.
25 Q. (By Mr. Siegel) Did you understand that's what
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1 I was talking about?
2 A. That's the only local advisory board I served
3 on, so.
4 Q. And how long did you serve on the local
5 advisory board?
6 A. At least three years, maybe even four years.
7 Q. Okay.
8 A. I don't know exactly when the term on the local
9 advisory board ended.
10 Q. Okay.
11 A. So, I don't know exactly when it stopped.
12 MS. POTTER: So, don't guess. If you
13 don't know, don't guess.
14 THE WITNESS: Okay.
15 Q. (By Mr. Siegel) How did you happen to become a
16 member of the local advisory board?
17 A. There was a local board member named Jane
18 Eliosa, who I knew from a different nonprofit that we
19 were working on at that time, Margaret Austin Center, and
20 she mentioned her involvement with KPFT. I mentioned to
21 her that I had been listening for quite some time and a
22 contributor. And through dialogue, she asked if I would
23 be interested in going to a meeting with some of the
24 other folks on the board to see about becoming a board
25 member, which I did. And over a relatively, you know,
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1 short amount of time was nominated and voted on to the
2 local advisory board.
3 Q. Was there actually a nomination and election
4 procedure that put you on the board?
5 A. I'm not sure how you'd want to phrase it.
6 Q. Uh-huh.
7 A. You know, Jane asked me to go to a meeting with
8 some of the folks on the board. I went to the -- to the
9 board, and some people asked a few questions. And then
10 I -- I don't recall exactly how it happened because it's
11 been several years, but she called one day and said, you
12 know, If you are interested, you can be on the local
13 advisory board.
14 Q. I see.
15 A. I said okay.
16 Q. Okay. And during the time that you were on the
17 local advisory board, approximately how many members did
18 it have?
19 A. I don't know exactly because, you know, between
20 who attended regularly. And then when I made it, the
21 numbers fluctuated. But I would say roughly 10 to maybe
22 12 in regular attendance, by my memory only.
23 Q. Okay. And during the time that you were on the
24 local advisory board, did the local advisory board
25 consider the -- and I'll try to a use a neutral word
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1 because I know this is one of the key disputes in the
2 lawsuits so I'll use the word "selection." Was the local
3 advisory board involved in the selection of any national
4 board members?
5 MS. POTTER: Object to the form.
6 A. Could you say it again?
7 Q. (By Mr. Siegel) Sure. And, again, I'm not
8 trying to trick you into agreeing with the plaintiffs'
9 contentions in the lawsuit, so I'm not going to say
10 election or nomination. I'll use the term selection --
11 A. Right.
12 Q. -- and we can agree that the term doesn't have
13 any hidden meaning here except as a way to address the
14 process of picking people or nominating people or
15 whatever.
16 So, the question is, was the local
17 advisory board involved in the selection of any national
18 board members during the time that you sat on the board?
19 A. I don't think so. I'm not -- I'm not real
20 sure, but I don't -- I don't think so.
21 Q. Okay. Let me -- if -- if I were to suggest for
22 purposes of refreshing your recollection that David
23 Acosta, who I understand is from Houston, first became a
24 member of the national board in March of 1996, would that
25 refresh your recollection as to whether the board was
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1 involved in selecting members?
2 A. Whether the local --
3 Q. Yeah.
4 A. -- advisory board was involved?
5 Q. Yeah.
6 A. No. I mean, I'm -- I'm not disputing what
7 you're saying. I'm just not recalling when the LAB
8 actually voted for a national representative --
9 Q. Okay.
10 A. -- to the national board.
11 Q. Okay. I take it you know David Acosta?
12 A. Yes, I do.
13 Q. So, would I be correct in interpreting your
14 testimony as saying that you just don't have any
15 reelection -- excuse me -- recollection of the KPFT local
16 advisory board discussing -- discussing Mr. Acosta's role
17 on the national board?
18 MS. POTTER: Objection. That wasn't his
19 testimony.
20 A. I'm just -- I'm just telling you I don't
21 remember the meeting, you know, if that happened or when
22 it happened, just I'm not recalling.
23 Q. (By Mr. Siegel) Okay. So, again, because your
24 attorney objected to the form of the question, do you
25 recall any discussion at an LAB meeting of David Acosta's
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1 role on the national board?
2 MS. POTTER: Objection, foundation.
3 A. I just don't recall any specific local advisory
4 board meetings to nominate or send David to the national
5 board.
6 Q. (By Mr. Siegel) How about just to discuss his
7 status on the national board?
8 A. I don't recall any. I'm not trying to, you
9 know, make your life hard or anything. I just -- I don't
10 remember any exact discussions about it.
11 Q. Okay.
12 A. I'm sorry.
13 Q. I -- I inferred from your earlier testimony
14 that -- that you probably missed some meetings when you
15 were on the LAB?
16 MS. POTTER: Objection, form.
17 A. Yeah.
18 Q. (By Mr. Siegel) Does the KPFT local advisory
19 board issue minutes of its meetings?
20 A. I'm not -- I'm not sure. And I --
21 MS. POTTER: What time period are we
22 talking about here?
23 Q. (By Mr. Siegel) Any time period that you're
24 aware of.
25 A. I mean, I -- I just don't recall right now.
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1 Q. Okay. Do you know an individual by the name of
2 Roger Scarbrough?
3 A. Yes, sir.
4 Q. Okay. To your knowledge, was he a member of
5 the Pacifica Foundation board of directors at some time?
6 A. Yes, sir.
7 Q. And was he a -- a member from Houston when he
8 was on the national board?
9 A. Yes, sir.
10 MS. POTTER: What do you mean by "member
11 from Houston"?
12 MR. SIEGEL: Is he from Houston, as
13 opposed to from Poughkeepsie.
14 MS. POTTER: Okay.
15 Q. (By Mr. Siegel) Okay. Was it your
16 understanding that he was a board representative of KPFT
17 on the Pacifica national board?
18 A. That he was --
19 MS. POTTER: Object to the form.
20 A. Okay. Are you saying that he was the national
21 representative from Houston? Is that what you're saying?
22 Q. (By Mr. Siegel) Or a national representative
23 from Houston.
24 MS. POTTER: Are you saying a national
25 representative from the city of Houston or from the --
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1 MR. SIEGEL: From KPFT.
2 A. Yes.
3 Q. (By Mr. Siegel) And do you recall how it was
4 that he came to be a member of the Pacifica national
5 board?
6 A. Not at all.
7 Q. Were you at any meetings of the KPFT local
8 advisory board at which Mr. Scarbrough's nomination to
9 the national board was discussed?
10 MS. POTTER: Objection, no foundation.
11 A. Not that I recall.
12 Q. (By Mr. Siegel) Okay.
13 A. I don't know his term, and I don't know when
14 his term started or -- or anything like that. So, I'm
15 just...
16 Q. Okay. Let me ask you whether it would --
17 excuse me -- would it refresh your memory if I suggested
18 that he served on the national board from February of
19 1994 through February of 1997?
20 A. The -- the beginning, I don't recall. The
21 latter part to where, you know -- that, I recall.
22 Q. Okay. And what do you recall about that?
23 A. Just that as -- as I attended national
24 meetings, Roger was there as the -- as a representative
25 from Houston. And when his term expired -- I think
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1 really what it was is he moved and -- but I don't know if
2 his term expired or he moved and said, I can't do this
3 anymore, as far as representing Houston on the national
4 board.
5 Q. Okay. Can you tell us how it was that you
6 became a member of the national board?
7 A. In -- in what sense, like voted on or just, you
8 know?
9 Q. Well, let's start. How -- how did the -- what
10 is your recollection as to when the issue first arose as
11 to whether you might be interested or other people
12 thought you should be a member of the national board.
13 A. The -- in -- at some point, I went as an
14 alternative to a national meeting. I don't recall which
15 one it is. I remember where it is, but I don't recall
16 the dates. And it was a last minute -- a very last
17 minute substitution of my presence for the other person.
18 And, I mean, within a day.
19 Q. Okay.
20 A. And I was just able to go for a number of
21 reasons and attended. And the person that I went in
22 place of had a -- as my memory tells me -- had a family
23 member that was needing care and attention outside of
24 Houston so frequently she was not able to attend the
25 national board meetings. And then, you know, I would go
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1 if the schedules, you know, and things like that. In
2 terms of being elected to the national board, that
3 happened -- I think you had suggested -- in early '98,
4 and -- and it was the board nominated and I was voted on.
5 And so, that's how it came to be.
6 Q. Okay. Who is the person whose place you took
7 as an alternate?
8 A. I don't recall her last name. Her first name
9 is Mary.
10 Q. Mary. And do you recall approximately when it
11 was that you sat in for Mary or served as alternate to
12 Mary?
13 A. I -- I've, you know, tried to remember, but I
14 don't remember exactly when. But it was a -- it was a
15 summer meeting, and it was held in Berkeley.
16 Q. I have here what purport to be rosters of the
17 national board going back to 1991. Do you know someone
18 named Dawn Dancy?
19 A. No.
20 Q. That's D-A-W-N, D-A-N-C-Y.
21 A. (Moving head side to side.)
22 Q. You never ran across that person as a national
23 board representative from -- from Houston?
24 A. No.
25 MS. POTTER: Object to the form.
23
1 Q. (By Mr. Siegel) Do you know a Sharon Stewart?
2 A. The name I know. I believe that she had left
3 the station about the time that I was -- her name had
4 circulated when I was initially coming on to the local
5 advisory board. That's all I recall about that.
6 Q. Is there anything else you can tell us about
7 this person Mary, like what -- what she did for a living?
8 A. As I recall, she was an attorney. All I recall
9 about Mary is she was a very sweet woman, and I think it
10 was her mother up in east Texas somewhere that needed
11 personal care. And -- and that's what she did most of
12 the time.
13 Q. Okay.
14 A. You know, that's what I recall.
15 Q. Do you recall Ed Shannon?
16 A. Ed Shannon? The name rings a bell, but I don't
17 think I ever met him.
18 Q. Do you know Leonor Lizardo?
19 A. I don't know if I've ever met Leonor. The name
20 I've heard but -- but, you know, the name I've heard. I
21 don't know her personally.
22 Q. Okay. Well, you've got me stumped. The
23 rosters don't list any Mary. They -- they list David
24 Acosta and Robert Scarbrough as the two reps, and then
25 you apparently replacing Scarbrough. No Mary, except
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1 Mary Frances Berry.
2 A. (Shrugging shoulders.)
3 Q. When you were elected or -- excuse me --
4 nominated to the national board by people here in
5 Houston, was there a nomination process, like in a
6 meeting where people said, I nominate Micheal Palmer and
7 someone else said, I nominate someone else, that kind of
8 thing?
9 MS. POTTER: Object to the form.
10 A. You know, the -- the nomination, I don't recall
11 who made it or where. But my feel -- my memory is more
12 that it was more on the national level than it was in the
13 local level. Now, I don't recall exactly what the
14 discussion was locally, but it was more from the local
15 level -- I mean, from the national level that I -- my
16 memory serves that says that the nomination occurred.
17 That's -- that's just my recollection.
18 Q. (By Mr. Siegel) Okay. And are you -- are you
19 saying that people on the national level suggested to the
20 folks here in Houston that they nominate you or --
21 MS. POTTER: Objection.
22 A. I don't know if that's how it went. It's just,
23 you know, when was that? It was three years ago or so.
24 Q. (By Mr. Siegel) Uh-huh.
25 A. I just don't recall exactly, you know, exactly
25
1 how it went. There -- there may have been some
2 discussion locally. I just don't recall it, but that's
3 -- that's my recollection there.
4 Q. Okay. Do you have a sense as to whether if
5 there was discussion locally it was on a -- it was in a
6 more informal way, rather than a formal process at a
7 meeting?
8 A. If -- if there was a discussion, it was
9 probably informal at the local board meeting at that
10 time.
11 Q. Okay. Do you recall whether there was
12 competition locally for the position that you serve in?
13 A. No.
14 Q. You just don't recall, or do you recall there
15 was none?
16 A. I don't think that there was any competition,
17 as you're calling it. Not to my memory anyway.
18 Q. Okay. Do you recall what the process was at
19 the national level to seat you or elect you as a national
20 board member?
21 A. I'm sure that it went through the governance
22 committee and they made a recommendation and it was voted
23 on by the national board ultimately. Because, you know,
24 the nominations go through the governance committee
25 ultimately. And in terms of getting to the governance
26
1 committee, I just don't recall exactly what -- what
2 happened, how it was or anything.
3 Q. Did you sit on -- or excuse me -- did you
4 attend the meeting of the governance committee where your
5 nomination was considered?
6 A. I just don't recall. I mean, I -- I don't
7 recall that meeting of the governance committee, if I was
8 there or not. I hope I wasn't because I'd rather they
9 talk about who we're -- who is being considered in terms
10 of when they make their formal recommendation with those
11 people not there. But I don't recall exactly.
12 Q. Okay. Were you asked to submit any materials
13 such as a resume or other materials to the governance
14 committee?
15 A. I don't recall who asked. But at one point, I
16 did forward a -- a little biography, so to speak, that I
17 used more for work, you know, than a resume.
18 Q. Okay. And do you recall being interviewed by
19 any members of the national board or executive committee
20 prior to the time the national board acted on your
21 nomination?
22 A. I think that -- I'm -- I'm going to tell you
23 that I do not recall being interviewed. But I had been
24 attending meetings for a little while, and so the people
25 on the board had some familiarity with me previously.
27
1 That's why when you say do I recall being interviewed by
2 the executive committee, no, I don't. I don't think that
3 occurred because I don't think the executive committee
4 has separate interviews of candidates from the governance
5 committee or the whole board. And that's why I'm not
6 sure if the governance committee interviewed me or not.
7 I just don't -- but, you know, I was familiar to them
8 already. And so, I hope that answers your question.
9 Q. Okay. Well, do you recall being at the
10 September 1997 meeting in Washington, D.C. where Mary
11 Frances Berry attended for the first time as chair of the
12 board?
13 MS. POTTER: Objection, no foundation.
14 A. I recall being at that meeting. You know, in
15 terms of the first meeting that she attended, I don't
16 recall specifically. But I know that I was -- attended
17 those meetings. I was probably there.
18 Q. (By Mr. Siegel) Were you present at the meeting
19 when the board voted on your selection to the national
20 board?
21 A. When was that again?
22 Q. It would have been the first 1998 meeting. The
23 documents say March, but --
24 MS. POTTER: Objection.
25 Q. (By Mr. Siegel) -- I can't swear to it.
28
1 A. Yeah, I think -- yeah, I want to say yes.
2 Q. Okay. And do you recall what happened when
3 your nomination was put to the -- put to the board?
4 A. I believe it passed.
5 Q. Okay. Do you recall whether your name was put
6 to the board along with the names of other people who
7 were being elected to the board at that time?
8 MS. POTTER: Objection.
9 A. I don't recall.
10 Q. (By Mr. Siegel) Do you recall whether someone
11 made a motion to seat you or elect you or something like
12 that?
13 A. I'm going by memory here. The -- normally when
14 the board --
15 MS. POTTER: Only if you remember.
16 A. Yeah, they -- they voted that I be seated and
17 proceeded with the other business.
18 Q. (By Mr. Siegel) Was there any debate on the
19 issue?
20 A. I don't recall.
21 Q. Okay. Since you've been on the national board,
22 have you served on any committees?
23 A. The finance committee and the governance
24 committee. Against my will, on the 50th anniversary
25 committee. And I think the first meeting that I attended
29
1 they asked me to sit in on the programming committee.
2 Q. Have you ever sat on the executive committee?
3 A. Yes.
4 Q. Okay.
5 A. I mean, I currently sit on the executive
6 committee.
7 Q. And how long have you been on the executive
8 committee?
9 A. Since I became the -- the treasurer.
10 Q. And when was that?
11 A. I think that was around March of last year.
12 Q. March of 2000?
13 A. Yeah, in terms of when I became the
14 treasurer --
15 Q. Okay.
16 A. -- and replaced June Makela.
17 Q. Now, you were -- were you present at the
18 February 1999 meeting of the national board?
19 A. Where was it? Where -- you have to kind of
20 give me geography. I'm a visual and geographic-oriented
21 person so where -- do you remember where that meeting was
22 held?
23 Q. I believe it was in Berkeley.
24 A. In Berkeley?
25 Q. Yes.
30
1 A. February '99?
2 Q. Yes.
3 A. Yes.
4 Q. Do you recall that there were some changes in
5 the bylaws of Pacifica voted on at that meeting?
6 A. Yes.
7 Q. Do you have a recollection as to the purpose of
8 those bylaw changes?
9 MS. POTTER: Objection.
10 MR. SIEGEL: What's the objection?
11 MS. POTTER: To the form.
12 A. I think I'd -- I'd want to see the exact
13 language because, you know, I -- I do recall that -- that
14 there was a purpose and I was at those meetings, yes.
15 Q. (By Mr. Siegel) Okay. I'm sure I can find them
16 and show them to you.
17 MS. POTTER: Do you want to go off the
18 record for a second and take a break?
19 MR. SIEGEL: Yeah, let's go off the
20 record.
21 (Brief recess.)
22 Q. (By Mr. Siegel) To refresh your memory as to
23 the bylaw change, I want to show you a couple of
24 documents. One is the Pacifica Foundation national
25 governing board meeting booklet for the February 1999
31
1 meeting. And right at the top of what's Page 2I, there
2 is a --
3 MS. POTTER: Is this already an exhibit?
4 MR. SIEGEL: I believe so.
5 Q. (By Mr. Siegel) Then I'll also show you Page 8
6 of 84, which are the reporter's transcript of the
7 February 28th, 1999 meeting, and if you look at the
8 comments that I bracketed there.
9 MS. POTTER: What did you want him to look
10 at on this page?
11 MR. SIEGEL: The notice of bylaw change at
12 the top of the page.
13 MS. POTTER: That's it?
14 MR. SIEGEL: Yeah. He can look at
15 whatever he wants. There's no secrets. But my question
16 was if he recalls the purpose of the bylaw change, and
17 I'm showing him these documents to possibly refresh his
18 memory as to the purpose of the bylaw change.
19 A. Yes. Thank you.
20 Q. (By Mr. Siegel) Okay. Having reviewed the
21 documents that I've shown you and described on the
22 record, do you recall what the purpose of the bylaw
23 change was?
24 A. My memory is that it was to come into
25 compliance with the CPB guidelines; mainly dealing with
32
1 the fact that, according to CPB, national board members
2 could not simultaneously be local advisory board members.
3 Q. Okay.
4 A. So, that's what the -- the effort was about.
5 Q. Okay. Okay. And do you recall whether
6 following the passage of the bylaw change in February
7 1999, national board members were advised that they would
8 have to resign from the local advisory boards in order to
9 remain on the national board?
10 A. Yes.
11 Q. And did you do so?
12 A. Yes.
13 Q. Okay. And do you recall whether the CPB
14 expressed concerns about the governance of the foundation
15 other than the concern which was addressed by requiring
16 national board members to resign from the LAB's?
17 MS. POTTER: Could you -- I got lost on
18 that. Would you mind restating that?
19 MR. SIEGEL: I'll ask the reporter to read
20 it back.
21 (Requested portion was read.)
22 A. No. I don't think -- I don't recall any other
23 concerns that the CPB expressed. I don't know that they
24 really expressed any concern about this, to tell you the
25 truth. They simply were letting it be known at some
33
1 point that this was how they were set up and, you know,
2 kind of FYI to the foundation.
3 Q. (By Mr. Siegel) Did you personally have any
4 conversations with any of the CPB representatives
5 regarding the issues they raised about Pacifica's
6 governance?
7 A. No.
8 Q. Ever have any conversation with Robert Koonrad?
9 A. No.
10 Q. What is your understanding as to the process by
11 which national board members are selected to the Pacifica
12 Foundation national board following February 1999 bylaw
13 revisions?
14 A. You mean currently, as well?
15 Q. Yes.
16 A. That the local advisory boards can nominate
17 people, sends them up to the governance committee, and
18 they can be considered there. And that there can be a
19 large membership, and that large membership could be a
20 local advisory board nomination or a nomination from the
21 board.
22 Q. Okay. Under the current bylaws, is it
23 necessary that there be any representatives from an
24 individual LAB?
25 MS. POTTER: Objection. What do you mean
34
1 by "representative"?
2 MR. SIEGEL: That's a plain word.
3 A. Could you say it again just so I can be clear
4 what you're saying?
5 Q. (By Mr. Siegel) Sure. Under the current
6 bylaws, is it your understanding that there must be any
7 representative from a given LAB?
8 A. The -- I don't know if the bylaws -- I don't
9 know the bylaws well enough, but I don't know if the
10 bylaws -- what they say exactly. But it's my feeling and
11 understanding that there need to be representatives from
12 the signal areas, and I think that's how it was expressed
13 that there still was a desire to have local signal area
14 representation on the national board.
15 Q. Okay.
16 A. And that's still a strong desire.
17 Q. Okay. But the signal area representatives need
18 not be persons nominated by the LAB's; is that correct?
19 A. Not necessarily, no.
20 Q. I'm not sure whether you're agreeing with me or
21 not. We may have a double negative here. Are you
22 agreeing with me that they need not be persons nominated
23 by the LAB's?
24 A. A local signal area rep?
25 Q. Right.
35
1 A. They don't have to be nominated by the LAB.
2 Q. And would you agree that prior to the February
3 1999 bylaw changes each LAB was entitled to have two
4 representatives on the national board?
5 MS. POTTER: Object to the form.
6 A. That's -- no, I don't -- no. That's not my
7 understanding on how it was.
8 Q. (By Mr. Siegel) Okay. What is your
9 understanding?
10 A. That the local advisory board could nominate
11 people --
12 Q. Right.
13 A. -- and then they had to be approved by the
14 national board. They were not necessarily guaranteed
15 approval by the national board.
16 Q. Okay. I understand that. What if they weren't
17 approved?
18 A. They weren't approved.
19 Q. But does that mean that there would be no one
20 from the particular LAB or that the LAB would then
21 nominate someone else?
22 MS. POTTER: Object to the form.
23 A. They could nominate somebody else. And, you
24 know, I don't recall any situation where that happened,
25 so to speak. But the national board, it was always my
36
1 understanding, had the -- was the one that granted people
2 the right to serve on the national board. It wasn't, you
3 know, the -- the -- the local advisory board did not send
4 up people that were just automatically seated. That's
5 not my understanding.
6 Q. Okay. And I'm not arguing with you about that.
7 A. Uh-huh.
8 Q. But I'm saying -- let -- let me put the
9 question this way -- that prior to February 1999, each
10 LAB had two representatives on the national board who had
11 to be both nominated by that LAB and elected by the
12 national board. Would you agree with that?
13 A. Not in all cases. I mean, I -- I went as an
14 alternative -- an alternate.
15 Q. Okay.
16 A. So, it wasn't the way you're describing it in
17 my memory.
18 Q. Well, isn't it true that when you were -- went
19 as an alternate, you went -- you went as an alternate to
20 an individual who had been nominated by your LAB?
21 A. I don't know if they'd been nominated --
22 Q. Okay.
23 A. -- because they were there before me.
24 Q. Okay. Well, isn't it true that prior to
25 February 1999 the board roster included two persons from
37
1 each LAB who were designated as representatives from that
2 LAB?
3 MS. POTTER: Object to the form.
4 A. You're asking me a question -- because then I
5 would have to recall everybody that was on the board at
6 the time in February of 1999. And if you can show me who
7 maybe attended even that specific meeting, because I
8 believe that would be helpful perhaps.
9 Q. (By Mr. Siegel) Okay. Let me show you a
10 document that is entitled Pacifica Board of Directors
11 Elections and Terms, members listed in alphabetical
12 order, updated 1-28-99.
13 A. So, what was your question again?
14 Q. Isn't it true that each LAB had two persons who
15 were designated as board representatives from that LAB?
16 MS. POTTER: Object to the form.
17 A. No. There's only one from KPFA here on this
18 roster.
19 Q. (By Mr. Siegel) Okay.
20 A. So, you know, based on this roster, no.
21 Q. Okay. But the individuals were designated as
22 board representatives, correct, from the stations?
23 MS. POTTER: Objection.
24 A. That's what it says here, yeah.
25 Q. (By Mr. Siegel) Okay. Now, isn't it true that
38
1 currently all members of the board are considered
2 at-large representatives?
3 A. I don't know about -- I don't agree with the
4 terminology but I -- I don't know.
5 Q. Well, what terminology would you use?
6 A. They're board members.
7 Q. Okay. Are there different selection procedures
8 that apply to various members of the board at this time?
9 A. Different procedures for the various members?
10 Q. Yeah. I mean, is there more than one process
11 for electing board members?
12 A. No.
13 Q. For all board members, nomination is made to
14 the board governance committee, correct?
15 A. Yeah.
16 Q. And anybody can nominate; is that right?
17 A. The -- the local communities, the local boards
18 can nominate and members of the board can nominate
19 people, as well.
20 Q. Okay. And the board governance committee
21 forwards nominations to the national board; is that
22 correct?
23 A. Correct.
24 Q. And those nominations are voted up or down by
25 majority vote?
39
1 A. Yeah.
2 Q. Okay. Were you present at the board meeting
3 when J. Imani's nomination was forwarded by the KPFA
4 local advisory board?
5 A. When --
6 MS. POTTER: Object to the question.
7 A. I'm not sure. When -- when was it sent? Do
8 you know?
9 Q. (By Mr. Siegel) Let me get it out of my stack
10 here. J. Imani. The June 2000 meeting in Washington,
11 D.C.
12 A. Yes.
13 Q. Okay. Do you recall what -- how that
14 nomination was handled?
15 A. Exactly, no. I mean, I sit on the governance
16 committee and would presume that his resume came up -- or
17 nomination and it was handled.
18 Q. Okay. Do you recall that it came to the board
19 governance committee at that meeting?
20 A. I don't have a specific recollection of his
21 nomination coming to the board committee at that time.
22 Q. Okay. Do you know how that nomination was
23 treated by the board?
24 A. No. I mean, I don't recall his nomination
25 specifically, no.
40
1 Q. Okay. Was J. Imani elected to the national
2 board?
3 A. He's not sitting on the board right now so, no.
4 Q. Why not?
5 A. Why not?
6 Q. Why wasn't he elected?
7 MS. POTTER: Object to the form. The
8 witness has answered he doesn't recall.
9 A. Yeah, I don't recall. I mean, clearly he
10 wasn't voted on; but the reasons why, I don't recall.
11 Q. (By Mr. Siegel) Okay. During the time that
12 you've been a member of the national board, can you
13 recall any other person nominated by a local advisory
14 board, other than J. Imani, who was not seated?
15 MS. POTTER: Object to the form.
16 A. I think if my memory serves me that at some
17 point I was nominated and it wasn't accepted.
18 Q. (By Mr. Siegel) When was that?
19 A. Sometime prior to when I actually was seated.
20 Q. Who nominated you?
21 A. I don't recall exactly who, but it may have
22 been -- I don't know exactly who. It may have been Roger
23 Scarbrough, but I don't recall exactly. If there are
24 minutes, then it's probably reflected there.
25 Q. Were you nominated by your LAB, or were you
41
1 nominated by another national board member?
2 A. I -- whoever it was that nominated, I think it
3 was more -- it was -- was on the board at that time. But
4 I don't recall if it was an LAB nomination or not.
5 Q. When did this occur?
6 A. I don't recall exactly. And, you know, I had
7 been attending meetings for a while, and the -- the local
8 board would have liked for me to. But I don't recall
9 exactly when it happened or anything like that. It's
10 just that it's been a while. My memory just isn't that
11 clear on that. It's been several years ago, so it's hard
12 for me to recall.
13 Q. Okay. Isn't it true that prior to February
14 1999, during the time that you've been attending national
15 board meetings, there are always two persons on the
16 national board who had been nominated by the KPFT local
17 advisory board?
18 MS. POTTER: Asked and answered.
19 A. That had been nominated and -- and voted on by
20 the local advisory board?
21 Q. (By Mr. Siegel) And voted on by the national
22 board.
23 A. I think so.
24 Q. Okay. So, it -- wouldn't it be the case that
25 at the time this consideration of your nomination came
42
1 up, in order for that nomination to be in order you would
2 have had to have been nominated as an at-large member?
3 MS. POTTER: Object to the form.
4 A. It could have been that that's how it was
5 occurring, as an at-large member. I just don't recall.
6 Q. (By Mr. Siegel) Okay. Do you recall that
7 beginning of the year 2000, the Pacifica national
8 headquarters was moved from Berkeley, California to
9 Washington, D.C.?
10 A. I don't remember the exact date, but I know
11 that it was relocated from Berkeley to Washington, D.C.
12 Q. And how did that come about?
13 A. The executive director wanted it to be moved,
14 and so it was moved.
15 Q. Okay. So, it was your understanding that was
16 the executive director's decision?
17 A. I don't think she made that decision on her
18 own.
19 Q. Okay. Well, who else made the decision?
20 A. I don't recall who else was involved in the
21 decision exactly. I just am not -- my memory is just not
22 clear about who exactly was involved in that decision
23 ultimately.
24 Q. Okay. Do you have a memory inexactly of who
25 was involved in the decision?
43
1 A. I don't think I'd want to go there because if I
2 speculate, it may be inaccurate. And I wouldn't want to,
3 you know, lead you or anybody else in the wrong
4 direction.
5 MS. POTTER: You shouldn't guess.
6 THE WITNESS: Yeah.
7 Q. (By Mr. Siegel) Do you recall whether the
8 national board voted on the issue?
9 A. I don't recall the national board voting on the
10 issue.
11 Q. Do you recall whether the executive committee
12 voted on the issue?
13 A. Well, no, I don't because I didn't become an
14 executive committee member until whatever the day was
15 that June Makela left as treasurer.
16 Q. Okay. Do you recall Mary Berry saying that she
17 was involved in the decision?
18 A. Her saying it to me?
19 Q. Yeah. Or saying it in your presence.
20 A. I don't recall about her saying it in my
21 presence or anything like that, no.
22 Q. Do you know the reasons for the change?
23 A. Well, the reasons I think that -- for me, I
24 always thought it made more sense for it to be in D.C.
25 But the exact reasons probably had something to do with
44
1 the idea that there needed to be a consolidation of the
2 location of the national office and the finance office
3 and that D.C. was the best place for that.
4 Q. Okay. Well, when you say "consolidation" of
5 the finance office, at the time the national office moved
6 from Berkeley to Washington, isn't it true that the
7 finance office remained in Los Angeles?
8 A. Yes.
9 Q. When did the finance office move from Los
10 Angeles to Washington?
11 A. I don't think that it has as of yet.
12 Q. Okay. So, what did you mean when you said that
13 the move was connected to a consolidation of the national
14 office and the finance office?
15 A. There's always been -- there's been a desire
16 for that to happen. Because it's just -- I'm sure you
17 can understand. You've got an office, the national
18 office, and then the finance office located in another
19 location. It's -- it can make things difficult at times.
20 So, putting them together, you know, just makes sense.
21 Q. Are there plans to move the finance office?
22 A. It's -- it's still a desire that it be
23 consolidated with the national office.
24 Q. Okay. Has the executive committee discussed
25 who will replace Sandra Rosas --
45
1 MS. POTTER: Objection.
2 Q. (By Mr. Siegel) -- as the finance director?
3 MS. POTTER: Don't answer any questions
4 regarding personnel issues.
5 MR. SIEGEL: That's not a question
6 regarding personnel issues. It's a question regarding
7 the executive committee.
8 A. Yeah, but it's dealing with personnel issues
9 and I think we'll follow --
10 Q. (By Mr. Siegel) Well, the --
11 MR. SIEGEL: That objection is out of
12 order. What's the basis of it?
13 MS. POTTER: You're asking him questions
14 about personnel issues that involve -- involve privacy
15 issues of employees.
16 MR. SIEGEL: Privacy of who? There's no
17 person holding the position. The position is vacant.
18 There's no privacy right to not discuss a vacant
19 position. Sandra Rosas has been fired. That's a public
20 matter. There is no finance director. My question is
21 how they're going to fill the position. That's not a
22 personnel issue.
23 MS. POTTER: If you want to rephrase your
24 question as to whether or not they have an intention of
25 filling the position, without getting into any specifics.
46
1 If you know.
2 MR. SIEGEL: The question was simply
3 whether they discussed filling the position. That does
4 not involve anybody's privacy rights, simply the
5 operation of the committee.
6 A. Can you ask the question again?
7 Q. (By Mr. Siegel) Sure. Has the executive
8 committee discussed filling the position of finance
9 director of the foundation?
10 A. Discussed filling the position?
11 Q. Yes.
12 A. No.
13 Q. Okay. Has the executive committee been briefed
14 by the executive director as to her plans to fill the
15 position?
16 MS. POTTER: And I'll also object on the
17 grounds of relevancy.
18 MR. SIEGEL: Okay.
19 Q. (By Mr. Siegel) You can answer the question.
20 A. Could you ask the question again?
21 Q. Sure. Has the executive director briefed the
22 executive committee as to her plans for filling the
23 position of finance director?
24 A. Not as yet.
25 Q. Okay. As treasurer of the organization, have
47
1 you had discussions with the executive director about
2 filling the position of finance director?
3 A. We've talked about the fact that she is, you
4 know, going to find a replacement and -- and is in that
5 process. But there isn't any particular person that's
6 been identified.
7 Q. Okay. Has she indicated to you what process
8 she's going to use to fill the position?
9 MS. POTTER: Once again, I'm going to
10 object on relevancy. Where is this going? This is all
11 subsequent to your filing a lawsuit. How could it
12 possibly have any bearing on any of the issues that are
13 present here?
14 MR. SIEGEL: The issues encompassed in the
15 lawsuit extend right up to the present day in terms of
16 the operations of Pacifica.
17 MS. POTTER: Well, how could that be
18 possible if they're events that occurred after the filing
19 of your lawsuit? The events that occurred after the
20 filing of your lawsuit are not relevant here, Counselor.
21 MR. SIEGEL: Well, I think you're wrong.
22 But in any case --
23 MS. POTTER: Well, my objection stands.
24 MR. SIEGEL: Okay.
25 Q. (By Mr. Siegel) So, what are the plans for
48
1 filling the position?
2 A. Tell me what your question is again. I'm
3 letting y'all do your thing.
4 Q. Okay. What are the plans for filling the
5 position of finance director of the foundation?
6 A. She's going to, you know, put out, I guess,
7 a -- I don't know what you call it but --
8 MS. POTTER: Don't guess if you don't
9 know.
10 A. I don't know how she's going to solicit people,
11 but she's going to have applicants submit their resumes
12 and go through a normal hiring process.
13 Q. (By Mr. Siegel) Okay. And do you intend to be
14 involved in that process?
15 A. At some point.
16 Q. Okay. In what manner?
17 A. I'm not sure right now. There's nobody to
18 consider right now.
19 Q. Well, would it be your intent to interview the
20 executive director's choice for the position?
21 A. I think that when she's finally got some
22 candidates that they will be interviewed by several
23 people on the board, if not the entire board.
24 Q. Okay. Was the entire board involved in the
25 process of hiring Bessie Wash as executive director?
49
1 A. Yeah.
2 Q. In what manner was it involved?
3 A. They had to approve. The board voted on her
4 becoming the executive director.
5 Q. Okay. Did the board interview her?
6 A. Well, you know, she's been a station manager so
7 we've been familiar with her for some time. In terms of
8 the board interviewing her, I don't recall exactly if she
9 was formally interviewed or not, to tell you the truth.
10 Q. You don't recall whether you took part in an
11 interview process with her?
12 A. What I can recall is that when the board had
13 her consideration come up to be executive director, I
14 felt comfortable in -- in my knowledge of her as a
15 general manager and -- and, you know, voted at the time
16 she was considered for the executive director by the
17 national board of Pacifica.
18 Q. Okay. And the question was, did the board
19 interview her?
20 MS. POTTER: Asked and answered.
21 MR. SIEGEL: Asked and not answered.
22 A. I just don't -- I don't recall that exact time
23 when she was -- if she was formally interviewed.
24 Q. (By Mr. Siegel) Okay.
25 A. I'm not trying to confuse you or anything.
50
1 It's just, you know, she had been a manager for years.
2 And so, her ability to do the job, I was comfortable
3 with, so...
4 Q. Well, and I understand if that's the answer.
5 But what I can't grasp is, I mean, it's not as though
6 you've been involved as a board member of Pacifica in
7 interviewing dozens of job applicants. And so, I would
8 think -- well, let me lay a foundation. Have you ever
9 hired anybody in your real estate business or any other
10 situation?
11 A. Yes.
12 MS. POTTER: Objection, relevance.
13 Q. (By Mr. Siegel) Have you ever been involved in
14 an interview of a job applicant to fill a position?
15 A. Yes.
16 Q. Okay. So -- so, you have a sense of the
17 process of what a job interview is?
18 A. Yes.
19 Q. People normally sit across the table and ask
20 questions and the applicant answers them. So, is there
21 any reason why you couldn't remember whether you
22 interviewed -- the Pacifica board interviewed Bessie Wash
23 before appointing her as executive director?
24 MS. POTTER: Objection. The witness
25 testified he doesn't remember. Badgering won't make him
51
1 remember.
2 Q. (By Mr. Siegel) I mean, is there any reason why
3 you can't remember?
4 A. Well, I guess part of my, you know, lack of
5 clarity about this is about that as much as I've had the
6 opportunity to interview people for a specific position,
7 frequently when they have been involved in the
8 organization prior and -- and were coming into a new
9 position --
10 Q. Uh-huh.
11 A. -- because I already knew who they were and
12 what their work ethic was, then they just, you know, were
13 told, You have this new assignment and these are your
14 duties and you go from there. So, I've seen both sides
15 of it. And so, you know, like I said, my familiarity
16 with her was already in place --
17 Q. Uh-huh.
18 A. -- and so I don't recall if there was -- where
19 she was interviewed. I just don't recall exactly when or
20 where she was interviewed, or if she was. But I felt in
21 my own mind that she could do the job. And when it came
22 up for consideration at the board meeting, I voted for
23 her.
24 Q. Okay. Do you know whether the executive
25 committee interviewed her for the position?
52
1 MS. POTTER: Objection. Asked and
2 answered.
3 MR. SIEGEL: No. We haven't discussed the
4 executive committee yet.
5 A. I don't recall exactly. I mean, I just don't.
6 There -- Dan, I mean, can I --
7 MS. POTTER: Can we go off the record for
8 a second?
9 MR. SIEGEL: Okay.
10 (Brief recess.)
11 MR. SIEGEL: Okay. Back on the record.
12 Q. (By Mr. Siegel) After conferring with your
13 counsel, have you --
14 A. I don't recall.
15 Q. You don't recall?
16 A. (Moving head up and down.)
17 Q. How many -- during the time you've been on the
18 executive committee of the Pacifica Foundation, which is
19 now for, what, about a year --
20 A. Approximately.
21 Q. -- how many job interviews has the executive
22 committee conducted?
23 MS. POTTER: Objection.
24 A. I don't recall any, to tell you the truth.
25 And -- and what I was going to tell you, there's -- there
53
1 are -- people talk during the meetings because that's the
2 only time we get together. And there are committee
3 meetings. There's the national board meeting. And so,
4 when or if it exactly happened, I just don't recall right
5 now. So, if you're saying has the executive committee in
6 the last year had a job interview, I don't recall.
7 Q. (By Mr. Siegel) Okay. How often has the
8 executive committee met in the year since you've been on
9 it?
10 A. We meet at the national board meetings,
11 typically. And if there's a matter that comes up, you
12 know, in between the meetings, then there will be a
13 conference call --
14 Q. Okay.
15 A. -- as needed.
16 Q. And can you recall how many of those conference
17 call meetings have taken place in the year since you've
18 been on the executive committee?
19 A. I can't recall.
20 MS. POTTER: Objection.
21 Q. (By Mr. Siegel) Can you give me an approximate
22 number?
23 A. Three, four maybe.
24 MR. SIEGEL: Okay. I've got an exhibit to
25 mark. It's a -- I guess it's No. 325. It appears to be
54
1 an e-mail message.
2 (Exhibit No. 325 was marked.)
3 Q. (By Mr. Siegel) Okay. Showing you a document
4 that's been marked Exhibit 325, this is a document that's
5 made you famous, Mr. Palmer. Do you recognize this
6 document?
7 MS. POTTER: Objection.
8 A. It -- it appears to be an e-mail from me, yes.
9 Q. (By Mr. Siegel) Okay. And is it an e-mail from
10 you?
11 A. Well, it -- I mean, it appears to be. I mean,
12 that's all I can tell you. I mean, it doesn't look like
13 anything on my screen at work but, you know, I don't know
14 what it looks like when it comes out on the other end.
15 Q. Okay. It says "mpalmer@cbrichardellis.com."
16 Is that your e-mail address?
17 A. Yes.
18 Q. Okay. And would you just take a minute to --
19 to look -- look it over so you can tell me if indeed this
20 is a copy of an e-mail message that you wrote?
21 A. It appears to be an e-mail that I wrote, yes.
22 Q. And did you write it in July of 1999?
23 A. The date on this e-mail is July 9, 1999 it
24 looks like, yeah.
25 Q. And is that consistent with your recollection?
55
1 A. Yeah, that's what it says.
2 Q. But is it also consistent with your
3 recollection?
4 A. I don't remember the exact date, but it says
5 here it's 7-9 so that's -- yeah, that's the date.
6 Q. Okay. And why was it that you wrote this
7 e-mail message?
8 A. I wanted to communicate some things in my mind
9 to Dr. Berry.
10 Q. And the message begins, "I salute your
11 fortitude in scheduling a news conference opportunity in
12 the beloved Bay Area regarding one of the most pressing
13 issues of our time." Why did you write that?
14 A. I think she had a news conference out in the
15 Bay Area at that time.
16 Q. Okay. And why did you salute her fortitude in
17 scheduling the news conference?
18 A. I think I was being facetious at the time.
19 Q. Okay. And you referred to the Bay Area as the
20 beloved Bay Area. Was that also being facetious?
21 A. Yeah, I mean, it's -- you know, who is it
22 said -- Tony Bennett or whatever -- left your heart in
23 San Francisco so, whatever.
24 Q. Okay.
25 A. Tongue-in-cheek, facetious, whatever you want
56
1 to call it. I mean, I like the Bay Area.
2 Q. Okay.
3 A. I like Point Reyes.
4 Q. Me, too.
5 A. And the other, you know, geographic attractions
6 out there, as well.
7 Q. And "one of the most pressing issues of our
8 time," did that refer to the controversy that was taking
9 place at KPFA?
10 A. Probably.
11 Q. Okay. And then in the second paragraph you
12 say, "But seriously, I was under the impression that
13 there was support in the proper quarters, and a definite
14 majority, for shutting down that unit and reprogramming
15 immediately." Excuse me. I'm losing my voice here.
16 What were you referring to when you wrote that?
17 A. That there were some changes that I felt needed
18 to be made at KPFA and that I thought that there was some
19 action that could be taken in doing that and so I was
20 expressing that.
21 Q. Okay. And what did you mean by shut -- by the
22 words "shutting down that unit"?
23 A. Well, my wording here isn't exact, mainly
24 because it's like -- it's a very informal transmission to
25 her --
57
1 Q. Okay.
2 A. -- here. That the -- that there would be an
3 effort to make some adjustments to the programming at the
4 station.
5 Q. And what kind of adjustments were you referring
6 to?
7 A. Adjustments in the programming again, just
8 whether it was scheduling or the shows themselves, things
9 like that.
10 Q. And specifically?
11 A. I don't recall any specifics.
12 Q. When you say "shutting down that unit," do you
13 mean shutting down KPFA or shutting down the people who
14 were running KPFA at the time? What were you referring
15 to?
16 A. Just effecting a change so that the programming
17 on the air would be more in the direction I thought that
18 it should go.
19 Q. Okay. And what direction is that?
20 A. Something that would be more likely to draw a
21 larger audience and still fulfill the mission and -- and
22 continue to support the local community.
23 Q. And what sort of programming changes did you
24 believe would accomplish those goals?
25 A. Well, the -- my underlying premise for all of
58
1 the stations is that we have small audiences in all of
2 the signal areas and that all of the programming could be
3 improved to bring in more listeners, as well as staying
4 faithful to the Pacifica mission. So, it applies here,
5 as well.
6 Q. Well, can you give me some examples or an
7 example of what you mean by that?
8 MS. POTTER: What he means by which part
9 of the statement?
10 Q. (By Mr. Siegel) By improving the programming in
11 ways that would attract a broader audience or a larger
12 audience and still say faithful to the Pacifica mission.
13 A. Well, I can speak only about what goes on here
14 in Houston.
15 Q. Okay.
16 A. And we've made adjustments in the schedule.
17 We're bringing in more listeners, and we're trying to
18 incorporate additional news and the local talk
19 programming to sustain those listeners and continue to
20 bring in more audience to make it more self-sufficient
21 and a better radio station.
22 Q. Okay. And how is that a change from what had
23 existed in the past?
24 A. The local programming back when I originally
25 started listening and even when I became involved in the
59
1 local board was not bringing in audience and not allowing
2 the station to meet its bills. So, the -- there was a
3 problem there.
4 Q. Okay.
5 A. And so, they made adjustments, and they -- they
6 changed up the programming schedule and eliminated some
7 shows and brought in some other shows. And that's how
8 they adjusted.
9 Q. Okay. I guess I'm just trying to get a -- a
10 more specific sense. If someone were to say, Okay,
11 Mr. Palmer, what did you do in Houston to improve the
12 local broad -- programming? What did you get rid of?
13 What did you add? What did you do about the music to
14 improve the programming?
15 MS. POTTER: Object to form.
16 Q. (By Mr. Siegel) "You" being -- "you" being the
17 station.
18 A. Well, I didn't do any of it.
19 Q. I understand. But "you" being KPFT.
20 A. I can tell you what Garland, the local manager,
21 carried out. There were some shows in the schedule that
22 he eliminated, which I believe most of which were
23 replicated elsewhere in the local area, radio
24 programming. And he made adjustments to bring in some
25 talk, some music, and to kind of more solidify a block of
60
1 time where it would be more -- more continuity in it.
2 Instead of a news show followed by a little music,
3 followed by a news show, followed by a talk show,
4 followed by music, talk, news, blah, blah, blah, to where
5 there were more kind of -- more continuity in what a
6 person could listen to for any length of time. And so,
7 that's -- I don't know if that answers your question, but
8 that's kind of what happened here in Houston.
9 Q. Okay. Well, the comment about changing the
10 blocks is something that I can understand, but I'm still
11 not understanding what you're talking about in terms of
12 eliminating some shows. How would -- what are the shows
13 that were eliminated or --
14 A. I don't recall all of them. But, for instance,
15 there was a -- a German program that played -- by my
16 memory, the few times I listened to it -- oompah music in
17 the afternoons for one hour on Sunday afternoon that was
18 sandwiched between some other programming. And it just
19 wasn't -- it -- it -- it was a weak program. And so,
20 that program was discontinued.
21 Q. Okay. Can you give me any other examples?
22 MS. POTTER: Are you asking him as a
23 listener? Because he's testified that it was the station
24 manager who made the changes. He didn't make the
25 changes. So, as a listener, you're asking him what
61
1 changes he noticed in the radio station?
2 MR. SIEGEL: I'm not asking him as a
3 listener. I'm asking him as a member of the national
4 board and LAB member and supporter of the station. This
5 isn't Joe Blow on the street. This is someone who is
6 involved in the leadership of KPFT and has been for a
7 long time.
8 MS. POTTER: He's testified that he wasn't
9 involved in making the changes. It was the station
10 manager.
11 MR. SIEGEL: That's clear. You can
12 testify to that again if you like, and we understand
13 that.
14 Q. But Mr. Palmer said he supported those changes
15 and thought other stations should make those. So, I'm
16 trying to put myself in the role of the person who calls
17 Mr. Palmer and says, Well, what can we do to implement
18 your suggestions? How would we go about this?
19 A. Well, each market is different. So, the
20 station manager would have to -- would be the one that
21 would know best about their programming and where the --
22 the strengths and weaknesses in the programming was. And
23 they would have to talk with, you know, themselves and
24 their program, you know, manager and things like that.
25 Q. (By Mr. Siegel) Okay. Well, in terms of KPFT,
62
1 did the changes include a change in the overall
2 percentage mix of music as compared with talk and news?
3 MS. POTTER: If you know.
4 A. Yeah. I don't know what the percentages were
5 before or after. I just don't know it. So, I don't know
6 about percentages in terms of change --
7 Q. (By Mr. Siegel) Do you know --
8 A. -- before or after.
9 Q. I'm sorry. I didn't mean to interrupt.
10 A. That's all right.
11 Q. Do you know if there was a larger share of
12 music after the change as compared with before?
13 A. You know, you're asking about a percentage.
14 Q. Well, you don't have to be precise but I'm
15 just -- I mean, if it was half and half before, if it
16 became two-thirds, one-third, or three-quarters, one
17 quarter.
18 A. I don't know the percentages but the -- in
19 terms of when I would listen to the radio, there was more
20 music. There was still talk, but there was more music,
21 which was fine with me.
22 Q. There's more music now or more music then?
23 A. I'm talking about when I listened.
24 Q. Right.
25 A. When I listened.
63
1 Q. Currently?
2 A. More music available now than when -- than
3 before, yeah.
4 Q. Do you know what methodology the station used
5 or the station manager used in determining which programs
6 were less popular versus more popular?
7 A. I don't know exactly how it did that, no.
8 Q. I mean, you made a reference to an oompah music
9 show that used to be on. I mean, do you have any idea --
10 A. That wasn't meant to be derogatory. That's
11 just how I remember it.
12 Q. Okay.
13 A. Because I'm not a fan of German music at all.
14 Q. Okay. But do you know whether that show had
15 very heavy listenership among European Americans who live
16 in the Houston area?
17 A. I don't -- I don't know exactly, but I would --
18 I would -- no, I don't know exactly, and I'm not going to
19 speculate.
20 Q. Okay. Well, getting back to your e-mail
21 message, when you said you were "under the impression
22 there was support in the proper quarters, and a definite
23 majority, for shutting down that unit and reprogramming
24 immediately," do you mean a definite majority on the
25 national board?
64
1 A. I don't know about the national board but in
2 terms of the folks that oversee the operations.
3 Q. So, is that national staff?
4 A. Uh-huh.
5 Q. Is that who you were referring to?
6 A. Executive director.
7 Q. Okay. You mentioned Cheryl. That's Cheryl
8 who?
9 A. I don't recall her last name, but she was on
10 the national staff at that time. I just can't recall her
11 last name right now. Sorry. Cheryl.
12 Q. You don't mean Cheryl Fabio Bradford, do you?
13 A. No, no. She was in the national office. It
14 was -- I just can't recall her last name right now.
15 Q. Okay.
16 A. Sorry.
17 Q. Well, do you have any -- let me rephrase that.
18 Did you have any knowledge in July of 1999 what sort of
19 reprogramming was being considered for station KPFA?
20 A. The actual reprogramming, no.
21 Q. Or generally. You say "reprogramming
22 immediately."
23 A. I don't know what they had in mind.
24 Q. How did you know they had something in mind?
25 A. Well, because it had been a question in my mind
65
1 for some time as it had been, I guess, at really all the
2 stations. And -- and I think that Lynn was wanting to do
3 this to get some different programming blocks or
4 different programming schedule going at the station. The
5 specifics, I don't know.
6 Q. Okay. Well, do you know what kind of
7 reprogramming they did when they shut down the regular
8 programming at KPFA?
9 MS. POTTER: Object to the form.
10 A. What kind of reprogramming they did?
11 Q. (By Mr. Siegel) Yeah.
12 A. I didn't listen to the station at the time, so
13 I don't know exactly.
14 Q. Did you ever hear a report from anyone on what
15 sort of reprogramming they did?
16 MS. POTTER: Objection.
17 A. A report? No.
18 Q. (By Mr. Siegel) Did anybody ever tell you what
19 sort of reprogramming they did?
20 A. I heard that it had been changed. To what
21 exactly, I don't recall. But that there was more music.
22 That's all I recall about it.
23 Q. Do you recall they got a shipment of tapes from
24 the Pacifica archives in Los Angeles and played old
25 speeches on the KPFA station for weeks at a time?
66
1 MS. POTTER: Objection. No foundation.
2 A. I don't know exactly what they did. I don't
3 know if there were tapes from the archives that were sent
4 up there. So, I -- I don't know. And, again, I wasn't
5 listening so I don't know exactly what they were putting
6 out over the air.
7 Q. (By Mr. Siegel) Did you ever talk to Garland
8 Gantner about what kind of programming they did when he
9 was acting as -- acting station manager at KPFA?
10 A. Maybe after at some point I'm sure I just asked
11 him how it was and what he did and all that kind of
12 stuff, yeah.
13 Q. What did he tell you?
14 A. He said it wasn't, you know, the best
15 experience in his life or something to that effect and
16 that, you know, he had gotten through it, wouldn't want
17 to have to do it again.
18 Q. Were you involved with the decision to send
19 Garland out to Berkeley to act as general manager -- or
20 excuse me -- station manager?
21 A. No.
22 Q. Okay. Getting -- getting back to your memo
23 here, you said, "As an update for you and Lynn, I spoke
24 with the only radio broker I know last week." Is that
25 true that you spoke to a radio broker?
67
1 A. Yeah.
2 Q. And who was that?
3 A. I don't recall his name exactly right now. I
4 don't have my computer. I don't keep those names in my
5 mind. You know, if I went and looked elsewhere, perhaps
6 I could remember his exact name but I don't know his name
7 right now.
8 Q. How do you know this person?
9 A. I had found him through some calls that I had
10 made previously and just asked him some questions.
11 Q. Did you meet with him?
12 A. I did not meet with him.
13 Q. Spoke to him on the phone?
14 A. Spoke to him on the phone.
15 Q. Well, did you have him do some research for
16 you?
17 A. Research?
18 Q. Yeah.
19 A. What do you mean by "research," because --
20 Q. Well, you say you spoke with the only radio
21 broker I know last week and his research shows 750,000 to
22 1.25 -- I guess that's million -- for KPFB.
23 A. Research, did I ask him to do research?
24 Q. Right.
25 A. No.
68
1 Q. Did you give him some information about KPFB?
2 A. Information about KPFB. I didn't give him any
3 information about KPFB.
4 Q. Well, was this a person who had heard of KPFB
5 before you spoke to him?
6 A. I don't know. I don't know if he knew of KPFB
7 before or not. I mean, I don't know what he knew or
8 didn't know of KPFB at that time, no.
9 Q. How many times did you speak with him?
10 A. Two, three times total, probably.
11 Q. None of these were in person?
12 A. No.
13 Q. How was it that he gave you an estimate of the
14 value of KPFB?
15 A. During the phone conversation, I asked him if
16 he knew of KPFB, of that signal, and if he had any idea
17 on the value of a signal like that.
18 Q. And what did you tell him about the signal that
19 would allow him to make an estimate?
20 A. I just told him, Do you know about KPFB, that
21 it was a -- I can't remember the word or what it is but
22 that it's -- it's not a big signal. I just asked him if
23 he knew about it, and he gave me an estimate of what he
24 thought it would be worth.
25 Q. Okay. Now, in your memorandum you say this is
69
1 "the only radio broker I know." So, it doesn't sound
2 like someone you got out of the Yellow Pages.
3 A. No. I mean, I don't think you could go to the
4 Yellow Pages and find radio brokers in there, no.
5 Q. How did you go about finding a radio broker?
6 A. Because of the fact that I'm on the board or
7 involved with Pacifica in general, I read about the radio
8 industry and had called a firm that I knew that had owned
9 radio stations and asked them if they knew of a radio
10 broker that I could talk to.
11 Q. Okay. And you really can't remember his name?
12 A. I don't recall his name right now, no.
13 Q. I mean, is there any reason why you can't?
14 MS. POTTER: Objection.
15 A. I mean --
16 MS. POTTER: The witness has testified he
17 doesn't remember.
18 MR. SIEGEL: I know.
19 Q. (By Mr. Siegel) But in the -- let me ask you
20 this, Mr. Palmer. In the real estate business, you deal
21 with a lot of facts and figures, correct?
22 A. Correct.
23 Q. And you need to know when you speak to someone
24 square footage, price per square foot, location of
25 properties, and so on, right?
70
1 A. (Moving head up and down.)
2 Q. Right?
3 A. Uh-huh.
4 Q. And I take it you're successful at this
5 business?
6 A. That's depends on your definition of success.
7 Q. Well, are you successful within your own
8 definition?
9 MS. POTTER: Objection. This isn't
10 relevant.
11 A. Am I where I want to be? No.
12 Q. (By Mr. Siegel) Okay. Well, do you think
13 you're good at this business, being a real estate broker?
14 A. I'm a good real estate broker.
15 Q. So, I mean, I'm kind of surprised by your lack
16 of memory today.
17 A. Well, you know, I mean, I -- I -- I can tell
18 you why.
19 Q. Okay.
20 A. I talk to a lot of people in my business daily,
21 you know. I don't know exactly how many calls, but I'm
22 on the phone all day. I have meetings. I meet a lot of
23 people. I don't recall those people's names. Within a
24 year after I do a deal, it's very likely that I may not
25 recall the names of the specific -- the specific name of
71
1 an individual in that transaction, an attorney, the title
2 company person, the other broker, the principal, the
3 wife, the kids. And that's why sometimes it will be a
4 first name, like Cheryl's name. You know, I don't recall
5 Cheryl's last name. I spoke to her, you know, on and
6 off, but I don't recall her last name right now. Okay.
7 So, this specific individual, I had a few conversations
8 with and that was it. I never talked to him again, and
9 there was no need to remember his name. That's just all
10 there is to it.
11 Q. Okay.
12 A. Do you recall all the people that, you know,
13 the names of all the people that you interact with over a
14 year or two period of time.
15 Q. Not everyone. But I tell you, if I would have
16 been involved in writing this e-mail which made me
17 nationally famous overnight and had people picketing my
18 house and office because of it --
19 A. I don't think I'm nationally famous.
20 MS. POTTER: Objection. That's
21 argumentative. There's no question pending on the table.
22 Q. (By Mr. Siegel) Have there been personal
23 repercussions as a result of this e-mail?
24 A. Personal to me?
25 Q. Yeah.
72
1 A. Like what? What do you mean?
2 Q. Well, have people threatened you?
3 A. Yeah.
4 Q. Who has threatened you?
5 A. I don't recall the names, Dan. Sorry.
6 Q. Okay.
7 A. You know, I mean, I get e-mails. I get
8 letters. I get calls.
9 Q. Okay. Have people picketed your office?
10 A. No.
11 Q. Have people contacted your employer and urged
12 them to fire you?
13 A. Fire me? They may have even said, You should
14 fire him, yeah.
15 Q. So, this has been an unpleasant experience?
16 A. I've grown through this experience.
17 Q. Well, as they say, if it doesn't kill you, it
18 will make you stronger.
19 A. I'm stronger.
20 Q. Okay. So, I mean, I guess this would -- any
21 way. No point arguing about it, but it just seems that
22 this would be something that would be rather vividly
23 seared into your memory as a result of what's occurred.
24 MS. POTTER: Objection, Counselor. The
25 witness has testified over and over again he doesn't
73
1 answer -- that he doesn't recall. I'm sorry. This is
2 badgering.
3 A. There was nothing memorable about the
4 conversations really.
5 Q. (By Mr. Siegel) Okay. All right. You say,
6 "This is the best radio market in history." How did you
7 learn that?
8 A. In some either trade magazine or Wall Street
9 Journal, business magazines. I think that around this
10 time I think that you could have talked to people in
11 radio that would have said that this is a very good radio
12 market for signals.
13 Q. Okay. And you -- you then say, "Private media
14 companies would be the most aggressive in terms of price,
15 which he thinks could be in the 65 to 75 million dollar
16 range depending on various aspects of the deal." Was
17 that the information given to you by this radio broker?
18 A. Yes.
19 Q. And that referred to selling KPFA?
20 A. Probably, yeah.
21 Q. Okay. So, did he tell you this -- was this
22 person a male, by the way?
23 A. Yes.
24 Q. Okay. Was he located in Houston?
25 A. No.
74
1 Q. Where was he located?
2 A. The -- I usually called him on the cell phone,
3 but I think at the time that he may have been in Dallas.
4 Q. Okay. Did he indicate to you that he had
5 looked into the value of KPFA or alternatively that he
6 would simply rely on what you told him about the station?
7 A. Well, when I talked to him, I asked him, you
8 know, on a completely unofficial basis what he thought of
9 the value of the signal.
10 Q. Okay.
11 A. And as far as what his knowledge of KPFA past,
12 present, or future, I don't know. I mean, I -- I didn't
13 ask him that. I just asked him what he thought as a
14 broker.
15 Q. Okay. Well, did he ask you where KPFA was
16 located?
17 A. I don't recall the conversation that well
18 exactly. He knew KPFA. I mean, if he asked me where it
19 was or not in that conversation, I don't recall.
20 Q. Did you tell him how strong the signal was?
21 A. I don't know how strong the signal is.
22 Q. Okay. Did he ask you where it was located on
23 the dial?
24 A. I don't recall.
25 Q. Did he give you the sense that he knew what
75
1 KPFA was before you spoke with him?
2 A. Before I spoke to him?
3 Q. Yeah.
4 A. He didn't really say but, you know, he was
5 familiar enough with, I guess, the San Francisco market
6 that he recognized the call letters. And, you know, I
7 didn't have to explain, you know, where it was or
8 anything like that. I mean, he seemed to know. And, you
9 know, I don't know what the size of the market is for
10 radio signals and all, but it's probably not as large as
11 the Houston real estate market at all.
12 Q. Uh-huh.
13 A. So, maybe he's familiar with it. I don't --
14 you know, I didn't know. I didn't -- I -- I asked him if
15 he recognized KPFB and KPFA. And he probably said yes,
16 because there wasn't a lot of education that had to take
17 place.
18 Q. I mean, I don't know but it strikes me there
19 must be ten -- tens of thousands of radio stations in the
20 United States, maybe not that many.
21 A. Tens of thousands? I don't know.
22 Q. On the next page you discuss among other
23 things -- excuse me -- the -- your feeling "that a more
24 beneficial disposition would be of the New York signal."
25 Do you see that?
76
1 A. Where are you at?
2 Q. In the -- kind of in the middle of the first
3 paragraph.
4 A. Uh-huh, yeah.
5 Q. Okay. Why did you suggest that a more
6 beneficial disposition would be of the New York signal?
7 A. Well -- well, I don't recall an exact number.
8 Everything in New York is more expensive and more
9 valuable.
10 Q. Okay. You also mentioned "the long and
11 emotional history as the Bay Area" -- "without the long
12 and emotional history as the Bay area." What did you
13 mean by that?
14 A. KPFA is pretty rooted, as I understand it, in
15 the Bay Area and that's where Pacifica got its start.
16 So, there's a longer history, and it's pretty
17 self-evident, to me anyway.
18 Q. Well, was it your feeling in July of 1999 that
19 Pacifica should divest itself of one of its stations?
20 A. No. No, that wasn't my feeling. I think that
21 my feeling all along has been simply that we should, you
22 know, look into it to be aware of what the assets of the
23 foundation are worth and -- and keep -- keep our options
24 open. But I've never advocated just, you know, leaving a
25 market. That's not anything that -- that even I would
77
1 want to do.
2 Q. Okay. But did you think that as discussed on
3 Page 1 of this exhibit that you should sell one of the
4 stations and perhaps acquire a new station in the same
5 market at a lesser cost?
6 A. That's one of the possibilities, yes.
7 Q. So, my question is still, do you think that
8 Pacifica should sell one of its stations?
9 A. No.
10 Q. You don't think that?
11 A. Just to sell the station?
12 Q. Well, not just to sell it but as part of a
13 financial and programming strategy?
14 A. Do I still? You're asking me right now do I
15 feel like we should do that?
16 Q. Yes.
17 A. No.
18 Q. Why not?
19 A. The -- the people have spoken, and Pacifica has
20 to make it on its own regardless of where or how much its
21 licenses are worth or its other assets. And so, no, I
22 don't think we should.
23 Q. Did you think that in July of 1999?
24 A. I -- in July of '99, I wanted to have us
25 consider it, to look into it, to get more information.
78
1 Without the information, you know, all the talk was just
2 talk.
3 Q. Do you recall that after Exhibit 325 became
4 public that Pacifica put out a press release indicating
5 that KPFA was not for sale?
6 A. I mean, if you've got it, yes. I don't recall
7 exactly that -- when it was put out or if it was put out.
8 Q. Well, do you recall being quoted in a press
9 release?
10 A. Which press release?
11 Q. The press release regarding the response to
12 Exhibit 325.
13 A. I mean, if you've got something to show me, I
14 can look at it and tell you if that was it. But I don't
15 recall being quoted anywhere.
16 Q. Okay. Well, let me show you a document
17 entitled Pacifica Press Release Regarding Palmer E-mail,
18 dated July 21st, 1999, and see if the highlighted section
19 refreshes your recollection about a comment that you
20 made.
21 A. (Reviewing document.) So, what's your question
22 again? Do I --
23 Q. Do you recall making that statement that's
24 quoted in the e-mail?
25 MS. POTTER: Does this refresh your
79
1 recollection of making that statement?
2 A. It refreshes my recollection of making that
3 statement.
4 Q. (By Mr. Siegel) Okay. So -- did you make the
5 statement?
6 A. It's shown there so, yes, I would presume that
7 I made the statement.
8 Q. Okay. So, did something happen to change your
9 mind about the idea of selling one of the stations?
10 A. When?
11 Q. Sometime after July 12th, 1999.
12 A. Yes.
13 Q. Okay. What happened?
14 A. The outfall.
15 Q. Okay. Do you recall whether David Acosta
16 agreed with the idea of selling KPFA?
17 A. I think David -- I can't speak for what he did
18 exactly, but I think that he was open to the idea of
19 looking at it. Looking into the idea, that's all.
20 Q. Okay. Do you recall whether he proposed taking
21 out a five million dollar loan against the value of KPFA?
22 A. I have a recollection about that. I don't know
23 what the context was, and I think that he wasn't
24 saying -- he certainly didn't bring that to an action
25 item. I think he was just, again, putting out ideas
80
1 about what we can do to accomplish some of the other
2 things we want to do at all of the stations and within
3 Pacifica.
4 Q. Uh-huh.
5 A. And I don't know -- I mean, I don't know if
6 that was anything that he'd seriously thought about or
7 not.
8 Q. Okay. Do you remember Dr. Berry making the
9 suggestion that by selling one of the existing stations
10 a -- Pacifica would be able to start a series of new
11 stations or a group of new stations?
12 MS. POTTER: Object.
13 A. I can't recall her saying that specifically,
14 but I do know that, you know, somebody -- maybe it was
15 her. I don't know -- said that, you know, if -- if there
16 were other, you know, stations that were available in
17 other markets, it would be, you know, something worth
18 looking into. I mean, again, you're saying it was from
19 Dr. Berry. I think that in casual conversation other
20 board members had said, you know, things about, Wouldn't
21 it be nice if we had a signal in Denver or Chicago or
22 whatever.
23 Q. (By Mr. Siegel) Uh-huh.
24 A. Just casual conversation.
25 Q. Okay. You were on the board during summer '99
81
1 obviously. We've just been talking about that. What
2 efforts did the board make during that period to oversee
3 the funds that were being spent to deal with the crisis
4 at KPFA?
5 MS. POTTER: Object to the form.
6 A. Could you say it again? What efforts did the
7 board make to --
8 Q. (By Mr. Siegel) Oversee the expenditures.
9 A. Well, I think that -- my memory is that at some
10 point the executive director was authorized to be sure
11 that the station was secure.
12 Q. Okay.
13 A. And that's what she did.
14 Q. Well, isn't it true that at some point after
15 the crisis had passed, so to speak, Sandra Rosas put out
16 a report which showed that between five and $600,000 was
17 spent to respond to the crisis?
18 MS. POTTER: Object.
19 A. I don't recall the exact amount or the report,
20 but it was a sizeable amount of money.
21 Q. (By Mr. Siegel) Do you recall that Ms. Rosas
22 put out a written report on that to the board?
23 A. My memory is that she had sent out something,
24 and it may have been a written report. I don't know what
25 your definition of report is or whatever, but she had put
82
1 out some figures on what the -- the security expenses
2 were.
3 Q. Okay. Security and other expenses?
4 A. I don't -- I'd have to see it to tell you
5 exactly what it was, Dan. I don't exactly recall, but
6 she had put out some figures on what, you know, the
7 expenses were.
8 Q. Okay. Does the number $540,000 ring a bell?
9 A. It's vaguely familiar.
10 Q. Any reason to think that's a wrong number?
11 A. No.
12 Q. Okay. Do you know where those monies came
13 from?
14 A. Pacifica paid them.
15 Q. And isn't it true that that was not money that
16 was in the budget that the board adopted for that year?
17 MS. POTTER: Objection.
18 A. I think that's safe to say it wasn't a budgeted
19 item.
20 Q. (By Mr. Siegel) It was an unforeseen set of
21 expenses, correct?
22 A. Uh-huh.
23 Q. Okay. And so, do you know where in the budget
24 the money came from?
25 A. Exactly in the budget where it came from? No.
83
1 I know that -- that it was paid by Pacifica as the bills
2 came due, that we were fairly prompt. And recalling
3 right now exactly -- I don't recall exactly where it was
4 paid from, which account or line item or whatever, like
5 that.
6 Q. Okay. Do you recall what efforts the board
7 made to insure that Lynn Chadwick wouldn't spend the
8 foundation into bankruptcy by taking funds that were
9 needed to pay salaries and other operating expenses?
10 MS. POTTER: Object to the form.
11 A. I don't recall that anybody ever thought that
12 she would spend the foundation into bankruptcy.
13 Q. (By Mr. Siegel) Okay.
14 A. There was never a discussion like that or
15 anybody even suggested that.
16 Q. Pacifica's budget for 1999 was approximately
17 $10 million; is that right?
18 A. Approximately.
19 Q. So, 500,000 is 5 percent of the budget?
20 A. (Moving head up and down.)
21 Q. Is it your recollection that the budget has
22 that kind of surplus built into it?
23 A. The operating budgets for the stations they
24 probably don't have that built into it, but those aren't
25 all of the stations' resources. You know, I mean, there
84
1 are other accounts and, you know, Sandra could probably
2 be the one to better give you the exact description of it
3 because she's the controller.
4 Q. Right. I guess my question though has to do
5 with how the board -- excuse me -- exercises its
6 responsibility over the resources of the foundation to
7 ensure that the foundation maintained its solvency during
8 that crisis.
9 MS. POTTER: Object to the form.
10 THE WITNESS: I know you keep saying it,
11 and I always forget what that means, if I should answer
12 or not.
13 MS. POTTER: It means you can go ahead and
14 answer.
15 A. Ask me again, Dan, please.
16 Q. (By Mr. Siegel) Sure. Well, my question is,
17 what did the board do during summer '99 to exercise its
18 fiscal responsibility over the organization to make sure
19 that it remained solvent when all this unbudgeted money
20 was being spent?
21 A. Well, my memory is that Lynn had done what she
22 needed to do to secure the station, which is an
23 obligation Pacifica has, that we have an obligation with
24 the over -- the overseeing governing entities to keep the
25 station on the air and secure. And so, she was
85
1 addressing that concern. And that as far as payment and
2 obligations, all these other things you're mentioning, we
3 relied on Sandra to keep Lynn up to date. And Lynn would
4 notify the board in terms of what we did. The board
5 itself would receive information from Lynn as to where
6 things were and acted accordingly.
7 Q. Okay. Do you know George Reiter?
8 A. George Reiter?
9 Q. R-E-I-T-E-R.
10 A. I don't -- I don't think so.
11 Q. Were you familiar with his program on KPFT
12 called "Thresholds"?
13 A. Is it a current program?
14 Q. I guess it was current until last October.
15 MS. POTTER: If -- if you're familiar with
16 it or not.
17 A. Well, I don't know that I've listened to the
18 show. I may have actually met him at one point.
19 Q. (By Mr. Siegel) He's a professor of physics at
20 the University of Houston?
21 MS. POTTER: Is that a question or --
22 MR. SIEGEL: Yeah.
23 A. Yeah. And that helps because yes, I -- I met
24 him and -- and spoke with him, yes.
25 Q. (By Mr. Siegel) Okay. Do you know why that --
86
1 A. But I want you to know that before you said
2 anything about U of H, I did not recall his name exactly.
3 Just so you'll know that --
4 Q. Names are not your thing?
5 A. Names are not my forte.
6 Q. Do you know why the show was taken off the air?
7 A. I don't know exactly why the show was taken off
8 the air.
9 Q. Do you know if it was taken off the air because
10 Mr. Reiter violated the -- some people call the -- the
11 gag rule, the dirty laundry rule?
12 A. I don't know exactly why his show was taken off
13 the air, Dan.
14 Q. Okay. Am I correct that you and Board Member
15 Bertram Lee were put in charge of developing a process
16 for developing new advisory boards?
17 MS. POTTER: Object to the form.
18 A. We were asked to come up with some ideas on how
19 local advisory boards could be improved, I guess, is the
20 way that I would put it. He and I -- actually, I don't
21 think we ever spoke about it after the request was made.
22 I think I talked to Garland about the idea one time --
23 Q. Uh-huh.
24 A. -- and perhaps Mark Shubb one time. And that
25 was it, and there was no other action taken --
87
1 Q. Okay.
2 A. -- in that area.
3 Q. Wasn't the idea to -- to set up some new
4 boards, some new advisory boards?
5 A. That was -- that was the idea, I think, yeah.
6 Q. Has that been done?
7 A. No.
8 Q. How come?
9 A. Well, that's a good question. It's just
10 another one of those things that kind of came up at some
11 point. Either there wasn't enough energy to see it
12 through, or it just wasn't followed through on
13 completely.
14 Q. Okay. How does the LAB function in Houston?
15 A. Well. Well, I guess.
16 MS. POTTER: Are you asking when he was on
17 the LAB --
18 MR. SIEGEL: No, now.
19 MS. POTTER: -- or now?
20 If you know.
21 A. I mean, it operates well. I've never heard of
22 there being any, you know, rancor among the board or
23 anything like that so, you know, I think it's doing fine.
24 Q. (By Mr. Siegel) Are the relationships between
25 the board and Garland Gantner positive ones at this time?
88
1 A. Currently?
2 Q. Yeah.
3 A. That's my general impression. I don't -- I go
4 to those meetings infrequently, with no regularity. I
5 did go the last time they had a board meeting. It seems
6 they had a good relationship then. And the time before I
7 had been I didn't hear or sense that there was any ill
8 will between the board and Garland.
9 Q. Where do the meetings take place?
10 A. More often at the station. They've been held
11 at another location on Montrose. I think it's -- I can't
12 remember. It's Metropolitan something or another. It's
13 just down the street. They've had meetings there before,
14 too.
15 Q. Has there been any controversy about whether
16 the meetings would take place at the station?
17 A. Not that I know of.
18 Q. Okay. Have you heard about negative
19 relationships between station managers and the LAB's at
20 other stations?
21 MS. POTTER: What do you mean by negative
22 relationships?
23 THE WITNESS: I need to step out and go to
24 the men's room again.
25 (Brief recess.)
89
1 Q. (By Mr. Siegel) So, the question was, were you
2 aware of any situations where there were negative
3 relationships between local advisory boards and station
4 managers?
5 MS. POTTER: And I think I asked you to
6 define what you mean by negative relationship.
7 Hostilities?
8 MR. SIEGEL: Yeah, that would certainly be
9 an element of it.
10 A. I -- I think that, you know, over the time that
11 I've been involved with Pacifica, you know, stations have
12 had, you know, hot and cold relationships at times with
13 the managers. But nothing has ever been -- certainly
14 never violent, and they've always worked out in the end.
15 Q. (By Mr. Siegel) What's your understanding of
16 the relationship between station management and the LAB
17 in Los Angeles?
18 A. From what I've heard, they're not real good
19 right now mainly because David is one of those that
20 brought the lawsuit and -- and has areas that he wants to
21 have the board acting. And I think the manager has a
22 different opinion. And so, there's some latent --
23 whatever you want to call it -- hostility or, you know,
24 they don't -- they don't get along swimmingly right now.
25 Q. Okay. Do you know whether the national
90
1 organization is planning to take any action to address
2 that problem?
3 A. There's no action that I know of that's going
4 to address that problem under consideration. Have you
5 got any suggestions?
6 Q. I know when I talked to Bob Farrell, he was
7 going to attempt to do some mediation. That was about a
8 month ago. That's all the questions I have. Thank you.
9 MS. POTTER: Thank you.
10 (Deposition concluded at 12:13 p.m.)
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91
1 THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF ALAMEDA
2 DAVID ADELSON, ET AL *
*
3 VS. *
* CAUSE NO. 814461-0
4 PACIFICA FOUNDATION, *
A CALIFORNIA NONPROFIT *
5 CORPORATION, ET AL *
6 REPORTER'S CERTIFICATION TO THE
DEPOSITION OF MICHEAL PALMER
7 TAKEN ON FEBRUARY 6, 2001
8 I, MYLINDA TUBBS FAIRCLOTH, Certified Shorthand
Reporter in and for the State of Texas, hereby certify to
9 the following:
That the witness, MICHEAL PALMER was duly sworn by
10 the officer and that the transcript of the oral
deposition is a true record of the testimony given by the
11 witness;
That the deposition transcript was made available on
12 February ___, 2001 to the attorney for the Defendants for
examination, signature, and return to Elite Reporting
13 Service, Inc., by March ___, 2001;
That pursuant to information given to the deposition
14 officer at the time said testimony was taken, the
following includes all parties of record:
15 Dan Siegel, Attorney for Plaintiffs;
Kathy C. Potter, Attorney for Defendants.
16 I further certify that I am neither counsel for,
related to, nor employed by any of the parties in the
17 action in which this proceeding was taken, and further
that I am not financially or otherwise interested in the
18 outcome of this action.
Further certification requirements pursuant to will
19 be certified to after they have occurred.
Sworn to by me this ______ day of February, 2001.
20
___________________________
21 MYLINDA TUBBS FAIRCLOTH, CSR
Certification No. 2896
22 Expiration Date: 12-31-02
23 ELITE REPORTING SERVICE, INC.
3637 W. Alabama, Suite 110
24 Houston, Texas 77027
(7l3) 623-4434
25
92
1 CHANGES AND SIGNATURE
2 PAGE/LINE CHANGE REASON
3 ____________________________________________________
4 ____________________________________________________
5 ____________________________________________________
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23 ____________________________________________________
24 I, MICHEAL PALMER, have read the foregoing
25 deposition and hereby affix my signature that same is
93
1 true and correct, except as noted above.
2
3
4 _____________________________
5 MICHEAL PALMER
6
7
8 THE STATE OF TEXAS )
9 )
10 COUNTY OF _________)
11
12
13 Before me __________________ (name of officer) on
14 this day personally appeared __________________, known to
15 me or proved to me to be the person whose name is
16 subscribed to the foregoing instrument and acknowledged
17 to me that he executed the same for the purposes and
18 consideration therein expressed.
19
20 (Seal) Given under my hand and seal of
21 office this _____ day of _____________, ______.
22
23 ___________________________________________
24 Notary Public in and for the State of Texas
25
94
1 REPORTING FIRM'S FURTHER CERTIFICATION
2 The original deposition transcript or Changes and
3 Signature page was/was not returned to the deposition
4 officer on ______________;
5 If returned, the attached Changes and Signature page
6 contains any changes and the reasons therefor;
7 If returned, the original deposition transcription
8 was delivered to ___________________ for safekeeping on
9 ____________;
10 That a copy of this certificate was served on all
11 parties shown herein.
12 Witness my hand this __________ day of
13 ______________, ________.
14
15
16 _____________________________
MYLINDA TUBBS FAIRCLOTH, CSR
17 Certification No. 2896
Expiration Date: 12-31-02
18
ELITE REPORTING SERVICE, INC.
19 3637 W. Alabama, Suite 110
Houston, Texas 77027
20 (7l3) 623-4434
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