Letter From 5 LSB Members Denouncing the Sham "LSB"

The following letter was sent on Jan. 13, 2008 to the Pacifica National Board by five members of the WBAI LSB. The appendix is the legal opinion from Pacifica's Interim Executive Director and Legal Counsel, Dan Siegel.

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We, the undersigned WBAI LSB members whose terms are due to expire in 2009 want to set the record straight on what has occurred regarding a group of LSB members who are now claiming to constitute the "legitimate" WBAI LSB. We denounce the attempt of 7 other LSB members to establish an illegitimate 12-member board of WBAI, when the bylaws explicitly state that the Local Station Boards are to consist of 24 members. We also denounce their representation of themselves as a 12-member "LSB" when the other 5 members refuse to acknowledge this group of people as a "board."

At the publicly noticed Dec. 27 WBAI LSB meeting, LSB member Alex Steinberg (a plaintiff in the suit against Pacifica regarding the elections) objected to the presence in the meeting of the 12 LSB members who had been elected in 2004, claiming that their terms had expired, and claiming that only the 12 LSB members elected in 2006 had the right to constitute the board until the 2007 delegate election has been certified. The Chair ruled the point not well taken, citing Dan Siegel's legal opinion (pasted below) -- which she read into the record and distributed in hard copy -- finding that LSB members' terms continue until their successors are elected. An LSB member moved to overturn the Chair's ruling, and after debate, the Chair's ruling was upheld by majority vote. LSB member Mitch Cohen (lead plaintiff in the suit) then lodged a continuing objection to conducting the meeting with all 24 members eligible to participate, which the Chair duly noted. Nonetheless, members of the group who voted to overturn the Chair's ruling participated in votes by the board throughout the meeting, and nominated and accepted nominations for officer positions and in one case (Vice Chair) actually won election.

Immediately following the adjournment of that meeting, Mr. Steinberg shouted that the meeting was not in fact adjourned but merely "recessed" so that the supposedly "legally constituted LSB" could reconvene at a coffee shop a block away. At that coffee shop, a gathering of 7 LSB members purported to constitute themselves as a "continuation meeting of the LSB." Three of us LSB members (Nia Bediako, Ray Laforest, and Bob Lederer) who totally reject this fake board attended merely as observers along with a few other members of the public. We refused to participate in any way. When they attempted to hand us ballots, we rejected this, calling their meeting a "sham."

The fake LSB elected four "officers", decided to hold their "next LSB meeting" on Jan. 14 (tomorrow) right after the real LSB meeting, and voted to "elect PNB directors" on Fri., Jan. 25 at 4:00 pm in the same hotel where the PNB will be meeting. They also "passed" the following so-called "resolution":

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Be it resolved that the General Manager Search Committee suspend its activities until such time as the newly constituted Local Station Board can meet and review the list of candidates.

Furthermore, the GMSC shall not forward any recommendations until such recommendations have been reviewed by the full Local Station Board meeting as a body including the newly elected members of the 2007 election.

Furthermore, any recommendations that may have already been sent out from this body to Pacifica should be withdrawn with an explanation referring to the text of this resolution.

Candidates for the General Manager position should be immediately informed of the current status of these proceedings.

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Our position is simple: This group of people has absolutely no authority to characterize any of their "motions" or "resolutions" as anything other than the personal opinions of a few individuals. Furthermore, the LSB members who held their so-called "LSB meeting" were already on notice as to the illegitimacy of such an undertaking, as per Dan Siegel's legal opinion.

As to the issue of the GM hiring process, we wish to note that in the LSB's motion authorizing establishment of a GM Search Subcommittee in 2005, there was a specific provision stating that: "The final pool of candidates for General Manager voted by the GMSS to be recommended to the Executive Director shall be sent directly to him/her, with a confidential copy also forwarded to the WBAI Local Station Board." There is no requirement that the LSB has to approve the committee's recommendations, nor is this required by the bylaws, which specifically states, "The LSB may appoint a special sub-committee for this purpose."

Further, while we believe that the entire "resolution" is lacking in any authority, we are especially alarmed at the last provision urging that individual board members take it upon themselves to contact General Manager candidates with a message totally contradicting the selection process of which they had previously been informed. We believe this constitutes interference in the proper discharge of the Pacifica Foundation's responsibilities to fill vacancies in General Manager positions and has the potential to disrupt a very important hiring process.

Finally, we condemn the misrepresentation in this group's "account" of their "meeting" stating that some of us participated in their meeting when the 3 of us who were present clearly stated we were not doing so. This illegitimate "board" has no standing, and we the undersigned do not recognize it.

Nia Bediako
Ray Laforest
Bob Lederer
Father Lawrence Lucas
Berta Silva
WBAI Local Station Board members

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Legal Opinion of Dan Siegel, Pacifica Interim Executive Director and Legal Counsel

From: DanMSiegel@aol.com
Date: Thu, 27 Dec 2007 15:56:47 EST
Subject: Status of LSB Members when replacements not yet selected
To: pnb@pacifica.org

Dear Friends,

At the request of PNB members Ray LaForest, Lisa Davis, and Bob Lederer, I am providing you with a response to the following question:

In light of the delay in the conclusion of the election for WBAI Delegates/LSB members as a result of a lawsuit brought by several members, shall the current sitting LSB members/delegates, including those elected in 2004, remain in office until their replacements have been elected and certified?

My answer is that all current WBAI Delegates/LSB members shall remain in office and carry out the responsibilities of their positions until their replacements have been seated.

My opinion is supported by the following authorities:

1. The Local Station Boards are committees of the Pacifica National Board. See, Pacifica Bylaws, ARTICLE SEVEN - LOCAL STATION BOARDS, SECTION 1. LOCAL STATION BOARDS, "There shall be a standing committee of the Board of Directors for each Foundation radio station which shall be known as the Local Station Board ("LSB")."

2. A Local Station Board shall have 24 members. See, Pacifica Bylaws, ARTICLE SEVEN - LOCAL STATION BOARDS, SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS, "Each LSB shall consist of the 24 Delegates elected by the Members for that radio station - 18 Listener-Sponsor Delegates and 6 Staff Delegates."

3. Pacifica is governed by Robert's Rules of Order. See, Pacifica Bylaws, ARTICLE SIXTEEN - PARLIAMENTARY PROCEDURE, "The rules contained in Robert's Rules of Order Newly Revised, as amended from time to time, shall govern the Foundation in all cases where they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order which the Foundation may adopt."

4. Under Robert's Rules, members of a committee shall serve until their successors are seated. See, Robert's Rules of Order, p. 170, l. 6-7, "Committee members are presumed to serve until their successors are appointed."

The conclusion required by these authorities is that the only way in which Pacifica can be in compliance with its bylaw requirements that a Local Station Board be comprised of 24 members and that it conduct business in accordance with Robert's Rules is to retain in office those LSB members whose terms are due to expire but whose successors have not been seated.

Although the California Corporations Code does not actually apply to this situation, my conclusion is consistent with the intent and spirit of the law which states, as applied to Directors (but not committee members): §5220(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." [Emphasis added.]

Dan Siegel