FREE PACIFICA RADIO NOW

JOIN THIS RECALL PETITION TO CLEAN UP CORRUPTION.

WE ARE FACING A FIERCE CORPORATE TAKE-OVER...

THIS IS A NETWORK-WIDE PETITION.  IT REQUIRES SIGNATURE  OR ENDORSEMENT FROM THE TWO PACIFICA MEMBERSHIP CLASSES; PAID AND VOLUNTEER STAFF, AND ITS LISTENER MEMBERSHIP.

THE MEMBERSHIP FOR THE LISTENERS IS $25.00 > ANNUALLY).  IF WE REACH A HIGH ENOUGH THRESHOLD, THEN THIS PETITION CAN CONVERT TO A NATIONAL REFERENDUM FOR THE ENTIRE NETWORK-WIDE.

WE, THE UNDERSIGNED PACIFICA RADIO NETWORK MEMBERS SEEK THE IMMEDIATE RECALL / REMOVAL OF PACIFICA FOUNDATION, INC., OF ALL 15 TERMED OUT AND/OR EXPIRED LSB-LOCAL STATION BOARD DELEGATES ACROSS THE FIVE RADIO STATIONS NETWORK WIDE AT PACIFICA FOUNDATION, INC. AS OF 12-31-2022.

• WE SEEK URGENT RECALL- REMOVAL, AS SOON AS POSSIBLE THIS YEAR 2023.  THE CURRENT LSB-LOCAL STATION BOARD ELECTION WAS RECENTLY MANDATED THROUGH THE INTERVENTION OF A LOS ANGELES SUPERIOR COURT RULING, ON 3-30-2023.  BECAUSE THE PNB-PACIFICA NATIONAL BOARD CANCELLED LAST YEAR'S ELECTIONS. (Please see Elections untrusted Results as of 10-12-23 update below, read on...)

REASONS FOR THIS PETITION:

THE PNB - PACIFICA NATIONAL BOARD DIRECTORS HAVE BEEN OUT OF CONTROL, UNILATERALLY CANCELED/SUSPENDED LAST YEAR’S 2022 ELECTION CYCLE REQUIRED BY THE FOUNDATION’S BYLAWS, AND ALSO EXTENDED THEIR TERMS IN OFFICE, UNILATERALLY AND UNLAWFULLY UNDER THE RELEVANT CALIFORNIA LAWS, WHICH GOVERNS THE FOUNDATION…

 WE, THE UNDERSIGNED MEMBERSHIP WILL NO LONGER TOLERATE BEING IGNORED.  OUR RIGHTS AS MEMBERS ARE CODIFIED AS FOLLOWS UNDER CALIFORNIA’S CORPORATION CODES: 5220 through 5224 listed below…

THIS PETITION ALSO DEMANDS THE RECALL OF THE PAID PACIFICA LEGAL COUNSEL/CONTRACTOR ARTHUR SCHWARTZ. WHO HAS UNLAWFULLY SUPPORTED BROAD VIOLATIONS OF BOTH CALIFORNIA LAW AND THE FOUNDATION’S BYLAWS BY THE PNB - WHILE SIMULTANEOUSLY HOLDING AN ON AIR BROADCAST HOUR, ON THE FOUNDATION’S WBAI RADIO STATION IN NEW YORK CITY. WE SEE THIS AS A GLARING CONFLICT OF INTEREST.

THESE PNB DIRECTORS CONTINUE PASSING DETRIMENTAL RESOLUTIONS IN VIOLATION OF THE PACIFICA FOUNDATION’S BYLAWS, AND NATIONAL NETWORK MEMBERSHIP’S TRUST AND GOOD WILL, WHICH HAS BEEN SUPPORTING THIS FOUNDATION SINCE 1949.

Pacifica Foundation. Inc., 501 c3 Non-Profit Public Benefit CA Corporation, business location at:3729 Cahuenga Blvd., WEST, North Hollywood CA 91604-3504.  WWW.KPFK.ORG

The Pacifica Radio Network is composed of 5 Radio Stations: KPFA 94.1 FM founded in 1949 (Berkeley, CA), KPFK 90.7 FM founded in 1959 (Los Angeles, CA), KPFT 90.1 FM founded in 1970 (Houston, TX), WBAI 99.5 FM founded in 1951 (with a frequency relocation in 1953) (New York, NY), WPFW 89.3 FM founded in 1977 (Wash., DC) and various community Radio Affiliate Stations.

PACIFICA’S LSB and PNB formation Per the Foundation’s Bylaws: Each of the 5 national Radio Stations has a Local Board, with 24 Board members or Delegates, elected by the two classes of membership: Subscribed Listeners, and Staff: Paid or Volunteer.

By December, following such election in staggered years, Board Officers are elected, and then each Board elects membership to its committees by the same body through regular ballots using either STV- Single Transferable Vote or IRV- Proportional Representation Vote.  And by early January, Four Directors are elected from each signal area, to serve on The Pacifica National Board (PNB), and otherwise to populate the various Committees of the PNB.  The PNB also follows the same protocol to elect the Chair to each of its committees.

This PNB is composed of 22 Pacifica Member Directors, including 2 elected or selected members from the affiliated Radio Stations.  The Affiliate Directors, however, are not elected through the same Pacifica Foundation democratic election processes.  

PNB Members 2022 

KPFA Berkeley, CA Directors: Donald Goldmacher, James Mc Fadden, Darlene Pagano and Mark Van Landuyt.

KPFT Houston, TX Directors: Teresa Allen, Marianne Martinez, Egberto Willies and Susan Young.

WPFW Washington, DC Directors: Vanessa Dixon-Briggs,  Sue Goodwin, Donna Grimes and Julie Hewitt, PNB Chair.

KPFK Los Angeles Directors: Evelia Jones, Ali Lexa Al-Hilali, Lawrence Reyes (Passed away 12-31-22) and Elizabeth von Gunten.

WBAI New York, NY Directors: James Dingeman, Shawn Rhodes, James Sagurton and Sharonne Salaam.

Also, the Affiliate Directors: Heather Gray-WRFG, Atlanta, GA and Burt Cohen-WSCA, Portsmouth, NH.

The 15 Network wide termed out or expired formerly elected members represent an incorporated group reincarnated 2 years ago as “New Day”.  It pursues to transform the Pacifica Radio Foundation, Inc, a national non-commercial format, to a commercial format and eliminate its current democratic elective governance system through the LSB Election protocol: 

KPFA 94.1 FM Berkeley, CA: Carol Wolfley, Christina Huggins, Dir. Aki Tanaka, Andrea Turner, Tom Vorhees (non-New Day follower) and Dir. Chris Cory. KPFK 90.7 FM Los Angeles, CA: Dir. Ali Lexa, Barbara Marbach and Sandy Childs.  KPFT 90.1 FM Houston, TX: Dir. Wally James, Vaniecia Williams, Mike Lewis and Sandy Weinman.
WBAI 99.5 FM New York, NY: Dir. James Sagurton and Dir. Sharonne Salaam. WPFW 89.3 FM Wash., DC: Dir. Julie Hewitt (PNB Chair).

Stated specific language found at Pacifica’s Bylaws: Article 4, Section 8 

“In No Event” shall any Elected LSB-Local Station Board Member serve more than a 2 each 3-year term with a maximum of 6 years, then sit out one full year before running as a LSB Candidate again.  And each elected LSB member must at midterm, before the 1st 3-year term expires Dec., need to run again as a Candidate to be re-elected, or rejected by Oct., from the respective LSB membership: subscribed classes of Staff and Listener Members.  

These Elections are conducted network wide with detail protocols, via democratic STV-Single Transferable Vote Election process during staggered year Elections.  https://www.pacifica.org/indexed_bylaws/index.html

This Recall Petition also factors those across the Pacifica Network, supporting these termed out Members identified as followers of a unincorporated coalition known as “NEW DAY”.  This group of people have cost the Foundation hundreds of Thousands of Dollars in frivolous Lawsuits against the Pacifica Foundation in recent years, to deplete it of financial security.

This Pacifica Radio Foundation is a most desirable entity to protect and expand.  Founded by Pacifist Lewis Hill in 1948, with a unique Non-Commercial Radio Format with a particular focal platform against all global aggression.  https://www.pacifica.org/about_mission.php 

However, many external forces continue pushing nefarious strategies to commercialize this last bastion of non-commercial radio broadcasting, supported by its Listeners.

PNB has adopted detrimental Resolutions in somewhat chronological time line:

Whereas, during 2021, the PNB Elections Committee expressed concern through Motions submitted to the PNB General Assembly to begin the plan,

for the 2022 timeline certain of the Pacifica National LSB Election cycle.  But this issue was postponed without a time certain to be placed on its Agenda again, in effect cancelled.

Whereas, again as late as Sep. 13, 2021 four Pacifica National Board Directors in the minority, by then fearing the intention of the rogue Board majority to cancel the next scheduled Pacifica Network LSB Election cycle in 2022, were compelled to call for an Emergency Meeting of the PNB general assembly, to address Director & Delegate access to information and compliance with Open meeting requirements, implementation of the PNB motion re. member notification of Referendum results, and Delegate elections progress at the halfway point of voting. 
Those four conscientious Directors: DeWayne Lark-KPFT, Ralph Poynter-WBAI, Lawrence Reyes-KPFK (passed away 12-31-22), and Thomas O'Rourke-WPFW, however were outvoted.  Those PNB Directors dissenting, were removed or replaced, further reducing the very thin dissenting vote margin at the PNB GA.

Whereas, PNB General Open session meeting 10-07-21, critical Election Motion and others were considered.  The PNB Elections Committee Motion requesting an extension of the then current Pacifica National LSB Elections, also requested a mutual meeting of the PNB General Assembly and the PNB Elections Committee but was voted down by the PNB General Assembly.  The interpretation here is that this majority PNB had already made a private decision not to conduct the 2022 National Election, or they would then risk losing their majority control!

https://sixminutes.com:9000/pnb_1

Whereas, by December 22, 2021 instead of scheduling the 2022 Pacifica National LSB-Local Station Board Elections, the PNB held a special meeting and (IN???) Executive Session, reason for Executive Session: Interviews with candidates for Executive Director.  This is a confidential personnel issue. This Special meeting was called by members of the Personnel Committee: Alex Steinberg, Sandra Rawline, Vanessa Dixon-Briggs, Ali Lexa, Tom Voorhees, Heather Gray.  The PNB’s reasoning to not hold the 2022 Election was that there were no funds available to hold the 2022 Pacifica Foundation National LSB Elections.

Whereas, by October 20-22 the soon to Expire five PNB Directors on 12-31-22: Ali Lexa-KPFK, Julie Hewitt-WPFW, James Sagurton-WBAI, Sharonne Salaam and Ali Tanaka proceeded to influence adoption of some critical Bylaws Violations… 

*Advanced an anticipated private PNB GA decision not to hold LSB Delegate network wide elections for the five LSB-Local Station Boards: adopted a Resolution to not replace all Network wide expired elected LSB members or Delegates with the “runners-up” from the standby list from the earlier LSB election in 2021 per the Pacifica Bylaws.  

Source-PNB Minutes 10-20-22: 

e.       Elections Committee – 20 min. [see APPENDIX for one of the 4 motions]

A motion was proposed by the Elections Committee concerning postponing the PNB elections.

There were objections to the motion, and several motions to amend. A substitute motion was proposed as follows:

The Pacifica National Elections Committee moves that the Pacifica National Board work with Pacifica management to:

Notify the Pacifica membership that Pacifica Management has stated that there are no funds available for the bylaws mandated 2022 Local Station Board Elections.

In the event that bylaws mandated 2022 Delegate Elections do not occur, ensure that as Local Station Board Delegates end their terms in December of 2022, vacant Delegate seats will [not] be extended for those terming out [or] (and will not) be filled by those defeated in a past election [and that the Local Stations Boards will be smaller for part or all of 2023 until elections are held]. And further ensure that the [smaller] 2023 Local Station Boards will elect PNB Directors in January of 2023 and these new Directors will be on the boards for part or all of the year 2023 depending on when new elections are held.

Bylaws:  Article Four, Delegates, Section 3: Election of Delegates

"Specific language for Delegate Terms in office…" https://www.pacifica.org/indexed_bylaws/art4sec3.html

Who voted for or against the above 2 Resolutions: To cancel the 2022 national LSB Elections and extend termed out or expired PNB Directors and its supporting network across the Five Radio Stations beyond the 12-31-2022 6 year deadline per the Bylaws!

Voting yes were: Teresa Allen, Heather Gray, Evelia Jones, Ali Lexa, Marianne Martinez, Darlene Pagano, James Sagurton, Ali Tanaka, Mark Van Landuyt, Beth von Gunten, Egberto Willies, and Susan Young.

Voting no were: Vanessa Dixon-Briggs, James McFadden, Lawrence Reyes, and Shawn Rhodes.  

The vote being 12 yes and 4 noes, the motion carried.

Background: The Foundation Bylaws protocol for “runners-up” are Candidates that ran in the most recent year a Network Elections was held, did not receive enough votes to get elected to any of the five network Local Station Boards, but do remain in the order of their votes, ready to replace any future board members that resign, pass away, or have 3 consecutive unexcused absences at their respective LSB-Local Station Board meetings.  

In fact, this PNB GA met to Rescind and Replace PNB Elections Committee’s Motion concerning the 2022 LSB Elections; was amended or Substituted by Directors KPFA-Aki Tanaka and WBAI-James Sagurton.

Whereas, PNB General Assembly meeting on 10-27-22-Resolution to Sell a very valuable Pacifica Network asset, the Los Angeles KPFK 90.7 FM Building at under market value, to close it down and misspend the funds and bring down the entire Foundation.  This Foundation has been mismanaged since 2009, some feel that funds have been misused without accountability and suspect fraudulence at work.
 
Whereas, to cancel the 2022 Elections and not replace expired LSB Delegates YE 2022, these soon to Expire Pacifica LSB Network Members knowing full well of their standing to expire by 12-31-22, in premeditated action, canceled last year’s Pacifica Radio Network LSB-Local Station Board Elections.  Therefore, placing the entire Foundation in a tailspin out of Bylaws compliance.

Whereas, Pursuant to such Bylaws violations by the PNB, the entire Pacifica Foundation Radio Network was placed into an unlawful composition and disarray. 

Whereas, Resulting Bylaws violation: Each Network Local Station Board by January after each Network Elections are held, must elect 4 new PNB Directors.  Only the Los Angeles, CA Radio Station KPFK 90.7 FM, follow the Bylaws by replacing each of its Three termed out Members with next Runner up Candidates from the last elections 2021 at its first LSB meeting in Jan, 2023, through proper procedure. In December each LSB 1st elected its Officers also.

However, the PNB to date, has not acknowledged such elected KPFK 90.7 FM Officers or its elected 4 Directors, because iKPFK 90.7 FM in Los Angeles is the only Pacifica Network Radio Station that has stood its ground to uphold the Pacifica Foundation Bylaws.

To further circumvent KPFK's LSB elected local Board, in February 2023, the PNB Directors created a parallel illegitimate KPFK-LSB body to conduct business as if an elected body!  This fake parallel LSB has not been able to reach quorum (13 out of 24 members) every time it meets!

April 16, 23 (while incorporating termed out members and others who resigned and previously replaced for missing 3 consecutive missed meetings at the legitimately elected KPFK-LSB per the Bylaws.  Yet this illegitimate PNB created Local Station Board has continued conducting business.  

                                               ><<<<<<<<

2013 California Code Corporations Code - CORP TITLE 1. CORPORATIONS DIVISION 2. NONPROFIT CORPORATION LAW PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS CHAPTER 2. Directors and Management ARTICLE 2. Selection, Removal and Resignation of Directors 5220

Universal Citation: CA Corp Code § 5220 (2013) 

(a) Except as provided in subdivision (d), directors shall be elected for the terms, not longer than four years, as are fixed in the articles or bylaws. However, the terms of directors of a corporation without members may be up to six years. In the absence of any provision in the articles or bylaws, the term shall be one year. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office of the several groups and the number of directors in each group need not be uniform. No amendment of the articles or bylaws may extend the term of a director beyond that for which the director was elected, nor may any bylaw provision increasing the terms of directors be adopted without approval of the members (Section 5034).

(b) Unless the articles or bylaws otherwise provide, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office.

(c) The articles or bylaws may provide for the election of one or more directors by the members of any class voting as a class.

(d) For the purposes of this subdivision, designator means one or more designators. Subdivisions (a) through (c) notwithstanding, all or any portion of the directors authorized in the articles or bylaws of a corporation may hold office by virtue of designation or selection by a specified designator as provided by the articles or bylaws rather than by election. Such directors shall continue in office for the term prescribed by the governing article or bylaw provision, or, if there is no term prescribed, until the governing article or bylaw provision is duly amended or repealed, except as provided in subdivision (e) of Section 5222. A bylaw provision authorized by this subdivision may be adopted, amended, or repealed only by approval of the members (Section 5034) except as provided in subdivision (d) of Section 5150. Unless otherwise provided in the articles or bylaws, the entitlement to designate or select a director or directors shall cease if any of the following circumstances exist:

(1) The specified designator of that director or directors has died or ceased to exist.

(2) If the entitlement of the specified designator of that director or directors to designate is in the capacity of an officer, trustee, or other status and the office, trust, or status has ceased to exist.

(e) If a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest.

(Amended by Stats. 2009, Ch. 631, Sec. 12. Effective January 1, 2010.)

2013 California Code Corporations Code - CORP
TITLE 1. CORPORATIONS
DIVISION 2. NONPROFIT CORPORATION LAW
PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS
CHAPTER 2. Directors and Management
ARTICLE 2. Selection, Removal and Resignation of Directors 5224

Universal Citation: CA Corp Code § 5224 (2013) 

(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 5211, or (3) a sole remaining director. Unless the articles or a bylaw approved by the members (Section 5034) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, or unless the corporation has no members pursuant to Section 5310, such vacancies may be filled only by approval of the members (Section 5034).

(b) The members may elect a director at any time to fill any vacancy not filled by the directors.

(c) Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

(Amended by Stats. 1985, Ch. 329, Sec. 2.)

2013 California Code Corporations Code - CORP TITLE 1. CORPORATIONS DIVISION 2. NONPROFIT CORPORATION LAW PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS CHAPTER 2. Directors and Management ARTICLE 2. Selection, Removal and Resignation of Directors 5222

Universal Citation: CA Corp Code § 5222 (2013) 

(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if:

(1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033).

(2) In a corporation with 50 or more members, the removal is approved by the members (Section 5034).

(3) In a corporation with no members, the removal is approved by a majority of the directors then in office.

(b) Except for a corporation having no members pursuant to Section 5310:

(1) In a corporation in which the articles or bylaws authorize members to accumulate their votes pursuant to subdivision (a) of Section 5616, no director may be removed (unless the entire board is removed) if the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director s most recent election were then being elected.

(2) If by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class.

(3) If by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping.

(c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director s term of office unless the reduction or any amendment also provides for the removal of one or more specified directors.

(d) Except as provided in this section and Sections 5221, 5223, and 5227, a director may not be removed prior to the expiration of the director s term of office.

(e) If a director is removed under this section, Section 5221, Section 5223, or Section 5227 was chosen by designation pursuant to subdivision (d) of Section 5220, then:

(1) If a different person may be designated pursuant to a governing article or bylaw provision, the new designation shall be made.

(2) If the governing article or bylaw provision contains no provision under which a different person may be designated, the governing article or bylaw provision shall be deemed repealed.

(f) For the purposes of this subdivision, designator means one or more designators. If by the provisions of the articles or bylaws a designator is entitled to designate one or more directors, then:

(1) Unless otherwise provided in the articles or bylaws at the time of designation, any director so designated may be removed without cause by the designator of that director.

(2) Any director so designated may only be removed under subdivision (a) with the written consent of the designator of that director.

(3) Unless otherwise provided in the articles or bylaws, the right to remove shall not apply if any of the following circumstances exist:

(A) The designator entitled to that right has died or ceased to exist.

(B) If that right is in the capacity of an officer, trustee, or other status, and the office, trust, or status has ceased to exist.

(Amended by Stats. 2011, Ch. 442, Sec. 5. Effective January 1, 2012.)

2013 California Code Corporations Code - CORP
TITLE 1. CORPORATIONS
DIVISION 2. NONPROFIT CORPORATION LAW
PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS
CHAPTER 2. Directors and Management
ARTICLE 2. Selection, Removal and Resignation of Directors 5223

Universal Citation: CA Corp Code § 5223 (2013) 

(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or 20 members, whichever is less, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation or breach of any duty arising under Article 3 (commencing with Section 5230) of this chapter, and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action.

(b) The Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party.

(Amended by Stats. 1981, Ch. 587, Sec. 6.)

If you grasp the gravity of the above Bylaws violations and consequent harm to the Pacifica Radio Foundation, please sign this Petition A.S.A.P 

                                    Thank you for your support

To learn about the Pacifica (Radio) Foundation, Inc. Station Board Elections, go here: https://elections.pacifica.org/wordpress/

Since this Petition was created in June 2023, this year's 2023 Pacifica Foundation network LSB Elections just concluded on 9-30-23.  The results were denounced by the local KPFK 90.7 FM legitimate LSB-Local Station Board at its Oct. 10, 2023 public meeting ...  Go here: https://elections.pacifica.org/wordpress/fcp-complaints-2023/  to see many network complaints submitted, substantiating back up why these elections results must be nullified.  However, the Pacifica Foundation hired NES - National Elections Supervisor Renee A Penaloza <nes@pacifica.org>  continues evasiveness even in light of so many irregularities that clearly classify these elections invalid!

These Elections Results cannot be trusted, as there were so many irregularities and violations of the Foundation Bylaws, etc. 

More in-depth detail about the Pacifica Board of Directors' violations committed can be accessed at: https://freepacifica.live/freepacifica-live-recall-petition/

We thank you for your support, please identify your Pacifica Radio Station affiliation when you endorse this Recall Petition.

You can also email the Recall Petitioners at: info@freepacifica.live