Page One

Washington board member calls fears ‘paranoia’ 

Promulgation of draft bylaws has caused a stir in the KPFA activist community, where people are saying that proposed board rules would allow a concentration of power in the hands of just a few board members. 

The bylaws’ author, Washington, D.C. attorney John Murdock, however, says the activists are overreacting, that the document is a jumping off point, not set in stone. 

“Instead of engaging in productive dialogue – asking, ‘can we rework this?’ people scream at you,” Murdock said in a phone interview Thursday. “That’s not free speech.” 

Tuesday, eight persons were arrested for trespassing, when they entered the San Francisco offices of Murdock’s law firm and, calling for his resignation from the board, refused to leave. 

The Pacifica Board owns five community radio stations around the country including KPFA. Tensions between the local listener-sponsors and staff on the one hand and the board on the other has grown over the two years since the board changed its bylaws to become self-selecting. It had formerly been made up of representatives of the stations’ Local Advisory Boards. 

The firing of a popular station manager at KPFA in March 1999 set off a string of protests that continued through the summer. Listener and Local Advisory Board lawsuits naming the board are now wending their way through the judicial system. 

Murdock said his goal in reworking the bylaws is to “provide some order for the process. It’s a starting point (in order to) get feedback.” 

Instead of using the document to open dialogue, Murdock says activists have been distorting its purpose and content. He points to the section of the draft that refers to the sale of the Foundation’s assets: 

“...the Executive Committee shall not have the power or authority with regard to the following matters:...the sale, transfer or other disposition of substantially all of the assets or property of the Foundation....” 

Board member Tomas Moran, who represents the KPFA listener area and is an active opponent of the board majority, sees the new bylaws as one more step board members are taking to consolidate their power and shut out those who are pushing to democratize the board. 

He jumped on the clause that talks about the sale, contending, in fact, that it would, in fact, permit the sale of some of the assets, such as a single radio station.  

Murdock argued that, in fact, that clause was meant to protect the assets. “It says the executive committee does not have the power of sale,” he said. But Moran said that if that were so “Murdock would have written it in(to the bylaws).” 

Moran points to another section of the draft document with which he disagrees: “permission to compensate a director for services rendered.” Moran conceded that, under other circumstances, for a board member to do paid work for a board from time to time might be acceptable. However, given the mistrust between the listener-sponsors and the board, “it raises a whole host of trust issues,” Moran said. 

Murdock said such a clause was acceptable under California nonprofit law, as long as the work is publicly disclosed. (The Foundation is incorporated in California.) He pointed out that such work can be advantageous to the nonprofit. For example, his law firm is defending Pacifica in some of the lawsuits that the listeners and LABs have filed. “Epstein, Becker & Green offer legal services at a discount,” he said, noting that he had worked long hours on the bylaws without pay. The notion that the purpose of the clause is to allow board members to profit from their membership on the board is “paranoid,” he said. 

Moran’s overarching fear is that “the tone and nature (of the draft bylaws) tend to centralize power in a few hands. The board would be unaccountable.” 

He points to the section of the bylaws that says that board meetings can be called within a 24-hour period when notices are delivered by telephone or electronically or “on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the existing circumstances.”  

Moran said that means that “a small group of people might control the board.” They could call a meeting and, with limited attendance, pass resolutions with a quorum of those present.” 

Murdock said he encourages board members to put forward their ideas to modify the draft. “It’s a working document,” he said. “I’m interested in seeking input, not wild attacks. 

Local activists, such as KPFA reporter Aaron Glantz who was arrested at the law offices on Tuesday, say they do not trust the board and plan to keep up demonstrations at the firm’s San Francisco offices. 

Asked about recent firings of three staff people and bannings of a number of volunteers from the New York Pacifica station, Murdock said that the board was not involved. “We are a policy board. Day to day operations are up to management.” 

The full text of the bylaws is at http://www.savepacifica.net/bylaws_revise.html.