Saturday, April 14, 2018

Who can sell, trade, dispose of what PACIFICA or KPFK thought it owned ?

Pacifica's bylaw states:
[emphasis are added here only, not in original]

All Members shall have all rights granted to them by law or by these Bylaws, including without limit the right to vote… on the sale, exchange, transfer or disposition of all or substantially all of the Foundation's assets; on the sale, exchange, transfer or disposition of any of the Foundation's broadcast licenses; on any merger, its principal terms and any amendment of its principal terms; on any election to dissolve the Foundation."

Below this are comments made to question and wonder about what was written as emails between the new interim Executive Director of Pacifica  = Tom Livingston ...and a KPFK [prior] LSB member & financial committee chair. 

The intention here is to open up what is being said and what is not  - and to QUESTION further what assumptions are made or left unsaid, that are not openly admitted...yet.

Our comments, questions are in red or blue, the quotes in black.

“That means using a sale or swap of a radio license as possible means of paying back the loan is outside of the scope of the PNB to promise and, without being a lawyer, appears illegal. 

"The public looks forward to seeing the documents to see exactly what is promised to pay back the loan, if anything. 

“Pacifca's rules are used to keep certain people in power”

Really ? like whom ? those self-nominated to PNB from ea local LSB or selected by their own allies to a higher position of POWER…

The only one known to m0st donors, other than a shifting around name of an INTERIM exe. director that is heard from in press releases or an occasional letter to long-timers group emails ?  

Those in power seem to deny this prize or don’t shine a light on how it is used, other than in PNB meetings that are then secreted somewhere at Pacifica HQ ?

“CA state law requires Pacifica have an audit committee. (There is one but is non-functional.)”  

 what & where are they and who are they ?

Most people have never heard of this group and what they do or who they report to ? 

Why is this a new bit of info now suddenly appearing – surprisingly ?

"Tom Livingston [current i? ED] said in a public email, “The decision to seek a loan to address the ESRT judgment....
[-that court-ordered Pacifica Radio Fdtn is to pay-the-bills - for what is now the Yuge debt = to being paid – by loans, mortgages, & the indebtedness of all radio stations - instead of the one locale @ WBAI, whose leasing was the problem then &there, only… ] ...was made prior to the start of my time at Pacifica. "

"All of the policy decisions regarding the agreements were made by the PNB.”

These [still another interim ?] Exe Director’s words indicate that this Director person – [as we read: he was just recently hired for $10,000/mo pay + fees for extra work too ]  is also now dis-claiming his part of the financial agreements - in which he actively & recently negotiated the results.

                          Image result for hope images        [a note of hope, maybe, by google images]

And thus he is claiming at least he is not responsible ! …for the extreme $$$$ amounts that everyone else is & will be paying for many years = for that disastrous ESRT lease fiasco .

That was the one  was agreed to & signed by some dumb or ignorant people who were then in POWER & are still not named now? so no one is accountable? still now ?

He refers to indicating that “ was not my decision” ? 
to the high-priced long-lease that was and became an enormous burden on ‘everyone else’ ….

who thought they were paying just to keep their own local Pacifica radio station on-air. Not so.

Donors beware of being mis-informed or lied to ? Your Payments made are not going to what is announced on air or you were told, or thought .  

“Livingston said in a public email, “I believe I speak for the board that it is the strong hope that by improving Pacifica's programming and operating practices the organization can generate sufficient resources to be both sustainable and service the debt.”

                   Image result for hope images [hope as seen by google images]

Notice words emphasized above – as "HOPES" are not realities, actualities, plans or more than mere fantasy wishes and imaginings. 

Often held so as to have something positive in thoughts at least, if not able to have in real life.

The wish/hope that there would be “improving” in programming & operating practices is vague enough to sound like a confirmation, when words are used to mislead and say nothing specific enough to grab on to. 

How and who would have the power and abilities to do that “improving” may not be the iED himself, alone or even with PNB in their shown divisiveness.

Nor the PNB - that before did not do their own job of “improving” the whole  $$$$itutation that has arisen, that is apparently still causing the org's  failing, falling, self- destructing – even all the while “Hoping," with the much wishing and talking and writing.

But no one in Power-positions or with authority to Improve & make changes maybe not be DOING, nor Acting, nor seeking other professionals, nor hiring experts …

or even, finally, cleaning out those regulars, always same ones there,  who are treading in place – staff & programmers- stuck in muddied swamps still, now.

“…You signed a $3.7 million loan, with all of Pacifica’s real estate assets, including everything inside the buildings, plus KPFK’s transmitter and the Pacifica Radio Archives, both irreplaceable, only on a “strong hope”  ?”

                                              Image result for $$$  images   [green google image]

This is more than a question but a confrontation and demand to explain how much was put at stake and in danger to pacify those involved in that $$$ judgment for WBAI’s mis-judgments. 

Again, notice the “hope” word noted as not being the same as:  any plans of helpful actions being created - or even the actual Changing of the Guards - change of the old same-people-recycling-&-revolving-thru-same-doors at Pacifica – most repeatedly.

And repeating their angry, factionalized versions of a social-image bias and extreme slants included too. No one else but those who already agree with those political, societal views need attend to Pacifica or join its crew… the one sailing into ….oh no....... !  

                        Image result for swamp images [google images pertinent to topic]

Not there ! only to find,yep,  they Are in those quagmires, those dark bogs, the sticky morasses & dank, dark holes 
[financially too ] -  & to be clogged up in where they already are:  stuck, in those stinky, immobilizing places - as all had already feared - to be stuck - in there...and couldn't..... 
                               Image result for swamp images  [other swamps per google images]


We like to define and notice how words are used - often as pivoting points to divert and point-away. 

Or words are used as if holding pretend-positions - to then make claims - that are more vague, unclear and not real. 

Words used most often as diversions. Ways to avoid.

Ways to hide. Ways to distract. Ways to not tell truth. 

Ways to not be open nor transparent.

Words are often stated as allusions, illusions, implications - but are not heard nor read as those words are actually defined in any reality or an honorable, reliable dictionary.

Words are the slick, slanting, shifty way so many businesses, corporations [yes, KPFK is a non-profit Corporation, still one of them] , politicians, religious speakers and many others use for their own purposes, designs. 

And most of those utterances are intentionally not giving many if any actual facts - or information - but passing out rhetoric rants or "please-feel-good-from-these-words-and-reward-me" speeches or flatteries.  

Qualifying word inserts are tricky too - such as "I think"..."we hope"..."maybe"..."probably"...we assume"...They said..."their attorney claims..." and so on & on...clever inserts to cover-up or shift what else is being said then. 

OWCH !   words are like sharp knives that cut many ways and can be misused as weapons, as helpful tools, as stabbing weapons, as cutting up truths into slivers of mistrusting misleading sentences...and more.

(c)  mjm 2018
 parts written by us in red/blue above only

Thursday, April 12, 2018

Attorneys advise but are Not the deciders at Pacifica nor KPFK, we hope.

An attorney and member of the PNB tells us some things which can be dangerously wrong about the role of an attorney with respect to a client, such as Pacifica has been a client to resolve some some of it's HUGE debt thru WBAI's leasing with ESRT.

It was written elsewhere that : 
“attorneys  have an absolute duty to represent the interests of their client.” --   
But: That is not really quite accurate, and in this case may be significantly wrong.  

                                               Image result for attorneys cartoon images   [KES cartoon - google]

Yes, attorneys, have an absolute duty of loyalty to their client, and an absolute duty to give their client the best possible advice they can, but it ends there.  The Client makes the decision, not the attorney.

Attorneys on may often deserve appropriate respect…. But advice is advice.  

Everyone, including the PNB and all who are involved with Pacifica's chaotic finances  should carefully consider that advice, including the source offering it  while remembering that it is an offer, not a command ! 

....tho those who fear making the wrong decision want to believe anything a professional says over their own understanding or judgement, passing on actual Responsibility for those decisions. 

But the actual responsibility for the decision is the Client’s (there referring to the PNB). Those who sign documents representing their organization are the signatory ones  = thus responsible for having that official position and job. 

While the advisors are suppose to be know-it-all-RIGHT-only and offer the Correct-only position, information &  advice. 

Tho the ultra-high fees and monies paid to attorneys may give another mis-impression of their value and abilities, the client-PNB-Pacifica officials must remember that they are just trained, & maybe experienced in that field of law, advisers who everyone Hopes can be Trusted to Know.  They sometimes do. 

            Image result for attorneys images           [google images],confirming" the POWER of attorneys" 

Sometimes attorneys don't know enough but wont admit that either. Pride. Maybe getting the next contract, job, retainer, referral is connected too. Being praised. Proving to their colleagues that, 'of course ! they can Do This too.!'  All  these plus more factors are also not stated, but involved in whatever that advice that was given.

But the greatest error:   it is most often assumed that: The attorney’s job is to tell us whether or not we should sign something.  (NOT TRUE. THE ATTORNEY’S JOB IS TO ADVISE WHETHER TO SIGN SOMETHING.)

 There has been considerable discussion around Pacifica, and KPFK as well, about the need to have more people with organizational, legal, accounting, broadcasting competence on the PNB.     

Even if a member brings the skills of a lawyer and an experienced  official to the PNB, that is very good, but she cannot hide behind the presumed expert lawyers’ skirts.

Decisions have consequences and board members must take The Responsibility and also explain clearly to their constituency why any prior decision was [or was Not] the right one.   

We – all  the Pacifica stakeholders, investors, donors, activists, = all involved in it’s sustenance  have Not been hearing the Full story at all. We consider ourselves as "members" tho the Pacifica By-laws may limit that membership further than those who pay up and volunteer and work hard to sustain and keep Pacifica going do. 

see : 

lots there, also "There shall be two classes of members: (A) "Listener-Sponsor Members" and (B) "Staff Members", who shall collectively be referred to as "Members...."  


"Listener-Sponsor Members" shall be any natural persons who within the preceding 12-month period: (1) have contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (2) have volunteered a minimum of three (3) hours of service to any Foundation radio station."....
[emphasis here added is ours, not in bylaws ]

Most importantly- it is realizing and remembering that attorneys are neither neutral, unbiased – they are  not in it altruistically or w/o any motives of their own [be it a Win, pride, competitive advantage, prestige,or to prove something for any number of reasons too ]….or attorneys are offering their ‘good’ or ‘best’ advice is also:    for a gain or advantage themselves or for someone else.


                                  Image result for attorneys cartoon images    [David Coppertep cartoon]

Remember  that attorneys are   not all  equally competent, specialized or experienced in all fields of law, or that they [want to be not always able, or often can]  offer ONLY “GOOD”, expert, professional, & also intelligent advice at all time. NOT. 

It may even be advice that fits 1 category and maybe not all the others. Maybe. 

(c) mj 2018 - more than a member writes here.