Full Text of All Articles The Berkeley Daily Planet

KPFA governing board sued by own members

Judith ScherrDaily Planet Staff

Thursday September 21, 2000

SAN FRANCISCO – Trading in their faded jeans for three-piece grays and the raunchy “camp KPFA” tents that straggled along Martin Luther King Jr. Way in Berkeley last summer for the more sedate environs of San Francisco’s Commonwealth Club, community-radio activists once again went on the offensive.

Pacifica Board member Rob Robinson of Washington, D.C., and his attorney Kenneth N. Frucht gathered a few members of the local press Wednesday to announce the filing of a complaint against the Pacifica Board in Alameda County Superior Court on Tuesday on behalf of Robinson and a Los Angeles-area board member, Rabbi Aaron Kriegel.

The Pacifica Foundation is the founding body and governing board of five nationwide listener-sponsored radio stations. Last year, listeners, employees and volunteers at the oldest station among them, KPFA in Berkeley, took to the streets when the Pacifica board locked programmers out of the station after one allegedly broke a “gag” rule by airing a pre-recorded press conference about an ongoing conflict between station activists and the national board.

The suit filed Tuesday names 16 of the 18 board members and accuses them of destroying “any semblance of democratic participation, lawful governance, accountability and fiduciary stewardship (of the 51-year old community-sponsored radio network) in order to consolidate and centralize their own hold on power within Pacifica’s national governing body.”

The suit asks the court to prohibit the board’s executive committee from making financial decisions and to prohibit the executive committee from making rules that restrain free speech.

This suit differs from two others wending their way through the judicial process, Robinson said. In this complaint, board members are, in essence, suing themselves.

Another suit brought by listener Carol Spooner and other listeners, who were given standing by the attorney general last week to pursue their suit, accuses the governing board of not fulfilling its stated mission.

In a third suit, mounted by Oakland attorney Dan Siegel, members of four of the five Local Advisory Boards of the Pacifica stations are suing the national board for excluding them, alleging that by changing the rules of selection to the governing body, they were excluded from direct participation on the national board.

Pacifica attorney Dan Rapaport of Oakland, however, said the latest suit was simply more of the same. “We believe everything has been done in compliance with California law,” he said.

Robinson said the latest suit was prompted by a litany of complaints.

One is the number of people on the board. “They keep people on the board whose office is expired,” he said. More people are on the board than the 15 members the bylaws call for, he noted.

Another complaint is that board members are excluded from giving their input into decisions, such as the selection of the executive director.

The complaint moreover argues that “defendants have furthered the executive committee’s self-perpetuation and have ‘packed’ the board with persons supportive of the executive committee’s antidemocratic policies, partially by allowing some directors to continue serving on the executive committee after their terms have expired.”

Another complaint is that the executive committee keeps information from the board and from the public. The executive committee holds meetings without notice to the listeners. And they do not give board members access to the executive committee minutes or the corporation’s books, the complaint says.

“As directors they were not allowed to perform their fiduciary responsibilities,” attorney Frucht explained.

Rapaport denied all the claims. He said that “the good rabbi” had gone with an accountant to review the books in Los Angeles, to which he had complete access.

The claim that there are too many board members “is not accurate,” he said. “They can have as many board members as they want. The board is empowered to set the size of the board.”

Furthermore the board members are elected for a determined time and stay on the board for only that period.

The complaining parties had also raised that new members of the board lack radio expertise and that the firm of one member, in particular, worked for Pacifica.

Rapaport said that boards try to get the benefit of a range of expertise, such as business, legal, insurance, programming. And it is not unusual, on a corporate board, for a board member to also work for the corporation. These are simply “issues of disclosure,” Rapaport said.

Robinson and Kriegel didn’t pull out their legal guns without trying other means first. Robinson said they initially submitted a long letter to Pacifica Chair Mary Frances Berry, detailing their complaints. They had hoped these would be addressed at the spring governing board meeting.

“They did not agendize it. They did not go through a process,” Robinson said. “As board members, there is no other appeal – just this.”

Frucht said the violations are so clear cut, that he expected the judge would rule in favor of the plaintiffs without going to trial.

Rapaport disagreed. “The board is exercising their best business judgment,” he said. “That will be determined in court.”

executive committee after their terms have expired.”

Another complaint is that the executive committee keeps information from the board and from the public.

The executive committee holds meetings without notice to the listeners. And they do not give board members access to the executive committee minutes or the corporation’s books, the complaint says.