>Reply-To: "Carol Spooner" <wildrose at pon.net>
>From: "Carol Spooner" <wildrose at pon.net>
>To: <Undisclosed-Recipient:;>
>Subject: Apology to the Pacifica Community
>Date: Fri, 5 Jul 2002 10:36:29 -0700
>X-Mailer: Microsoft Outlook Express 5.50.4133.2400
>
>APOLOGY TO THE PACIFICA COMMUNITY --
>
>Over the past few days I have received many calls and emails from people who
>are upset about the contract between Pacifica and Democracy Now! that was
>"ratified" at the board meeting in Berkeley on June 23rd. A copy of that
>contract was publicly posted yesterday at www.wbai.net.
>
>Many people are asking if the contract can be broken or renegotiated.
>Because it was signed by the Board Chair and Executive Director, attempting
>to break the contract would be extremely difficult, if not impossible, as
>well as an extremely expensive legal nightmare even to attempt.
>
>However, I do hope that Democracy Now! and Amy Goodman will be open to
>renegotiating the contract once they
>understand how overreaching it is and how damaging to Pacifica. I am sure
>that Amy Goodman wants Pacifica to be a strong national alternative radio
>network ... because, in these times now more than ever, we need Pacifica to
>be financially strong so that we can vigorously defend free speech in this
>country and air the voices of dissent in these horrific times.
>
>At the first meeting of the interim Pacifica board, on December 29, 2001,
>the board authorized the Chair, Leslie Cagan, to negotiate a contract with
>Amy Goodman and Democracy Now! for that program to become an independent
>production -- produced by Amy and her crew as independent contractors, and
>no longer as Pacifica
>employees. A copy of the 12/29/01 board resolution is pasted below.
>
>At that time, all board members were receiving hundreds of emails urging us
>to return Democracy Now! to the air as soon as possible. Becoming an
>independent production was one of Amy's terms for returning to Pacifica's
>air.
>
>I supported the motion because I believed it would be good both for the
>program and for Pacifica for Amy to have editorial control and freedom as
>well as more room to branch out into other media -- as she was already doing
>with Free Speech TV. Amy had suffered years of harassment and interference
>from Pacifica managers and, despite all that, she and her team had created
>an outstanding program. And, after her forced departure from WBAI in August
>2001 and since September 11th, the program had grown even more important as
>a voice of dissent in the face of the fascism and war that is growing around
>the world and in our civic life here in the US. However, funding the
>program as a television production was not possible for Pacifica then (or
>now) ... So making the program independent, with Pacifica doing the radio
>distribution while licensing Amy to distribute to other media seemed like
>a good idea ... and I still think it was a good idea. Collaborative
>ventures will help Pacifica to expand our reach.
>
>I understood the December board resolution to authorize the board chair to
>"negotiate" a contract with Democracy Now! ... not to sign a contract
>without first bringing it back to the full board for review and approval.
>
>However, Leslie Cagan -- in good faith -- did believe the resolution
>authorized her to sign the contract without first obtaining board review and
>approval. So, she and Pacifica's Executive Director, Dan Coughlin, after
>several
>months of negotiations did sign the contract on June 13th of this year.
>
>I was shocked and upset when I first learned from Leslie (about a week
>before this last board meeting) that a contract had already been signed.
>But, on reflection, I decided not to make a fuss because the signed contract
>was already fully enforceable. (A contract with a 3rd party is binding when
>signed by officers of the foundation.) ... no use crying over spilt milk ...
>there was nothing I could do to "undo" the contract. Besides, I had no
>reason to believe the contract was a bad one ... I hadn't seen it yet.
>
>The board did not get copies of the contract until Saturday afternoon of the
>board meeting -- on June 22nd. And I did not get a chance to read it
>carefully ... just too much was happening and not enough time ... until I
>skimmed through it during the board meeting on Sunday morning. I did not
>expect the board to be called upon to "ratify" the contract ... and I was
>taken by
>surprise when someone suggested we do so. I think I went along with a herd
>mentality without stopping to think. I am sorry.
>
>I apologize for voting to "ratify" this contract without having read it
>carefully first. Such "ratification" was not necessary because the contract
>was already fully enforceable under the signature of the Chair and Executive
>Director. The board could not have nullified the contract by refusing to
>"ratify" it, so it was an idle act. Still the "ratification" but an imprint
>of board approval on the contract.
>
>I believe the contract goes beyond the scope of negotiating authority
>granted to the Chair by the board resolution of last December. However,
>even that does not make a contract with 3rd parties void or avoidable by the
>board.
>
>I do not believe the board authorized negotiation of a contract disposing of
>Pacifica's assets ... the trade name "Democracy Now!", our donor lists, the
>exclusive radio distribution rights, archival rights, and I do not believe
>that Pacifica
>received adequate payment (or any payment) for these assets under this
>contract.
>
>It appears to me that we are paying about the same in production costs for
>the independent production (when added altogether) that we had in last
>year's budget for the Pacifica radio production, and Amy is bound to do the
>same on-air fundraising for Pacifica stations during fund drives as she has
>done in the past. (I understand that Amy raises about $1 million/year for
>our stations during fund drives.) That would have been a fair deal.
>
>But we have given Amy a great deal more than "freedom" to produce the
>program as an independent contractor. Amy has been given the right to
>directly compete with Pacifica in radio distribution rights to radio
>stations around the country that choose not to become Pacifica "affiliates",
>and to compete with us directly for donations using our own donors lists
>(updated twice annually), also it appears that some of Pacifica's archival
>rights to past programs as well as future programs have been given away ...
>and it
>doesn't appear to me that Pacifica is receiving anything in return for these
>benefits.
>
>However, I hope we will not tear Pacifica apart in fighting over this
>contract. I believe Leslie Cagan and Dan Coughlin acted unwisely,
>apparently without advice from intellectual property lawyers, and they
>should have consulted with the full board before signing the contract. I
>hope a lesson will be learned here and that policies and procedures will be
>formalized so that this kind of thing can never happen again.
>
>We need Amy's good will in order to make this contract as beneficial to
>Pacifica as possible ... and, again, I hope she will be open to
>renegotiating the contract. And I certainly wish her well.
>
>Please forgive this long rambling. I'm upset and can't think how to put my
>thoughts together well. I have struggled with my conscience the past two
>weeks over whether to remain silent and just hope for the best ... but I
>feel I owe an explanation and apology to the thousands of you who fought so
>long and hard to restore Pacifica to sound management. We will be passing
>Pacifica into your care as soon as our bylaws are amended and new local and
>national boards are elected (by the end of this year for the local boards,
>by the end of next March for the national board.) I trust you will do
>better. I am sorry that I let you down.
>
>Carol Spooner
>Interim Pacifica Board
>
>PS. I am sorry that I really will not be able to respond to personal email
>over the next month. I still must take the California Bar Exam beginning
>July 30th.
>
>A copy of the Democracy Now! contract has been posted at www.wbai.net
>
>
> >From the Minutes of the 12/29/01 board meeting ...
>
>Leslie Cagan received a memo from Amy Goodman the night before the December
>29, 2001 meeting, as follows:
>
>"Democracy Now! is very much looking forward to returning to Pacifica
>airwaves from our current studio as soon as possible. To this end, our back
>pay must be released immediately as we have continued to work full time and
>broadcast an expanded Democracy Now! ever since we were forced out of WBAI
>on August 13th.
>
>"Secondly, former board Chair Robert Farrell agreed to work out a contract
>for the independent production of Democracy Now! In other words, Democracy
>Now! will be a non-profit entity that produces a daily program for Pacifica
>and other stations. While we realize it may take a few weeks to negotiate a
>contract, we are willing to return to the airwaves with a board commitment
>that the details of the independent contract as well as outstanding
>grievances and legal and operating fees will be resolved by a representative
>of the board. We are excited to see the network rebuild itself and will
>happily and vigorously help with all on-air fund-raising as soon as (a) our
>contract is finalized, which we expect to happen very soon, (b) the fired
>and banned are returned to WBAI, and (c) a process is put into place for the
>resolution of the Pacifica National News stringers' strike.
>
>We wish everyone at the new Pacifica congratulations and a Happy New Year.
>
>Democracy Now! staff"
>
>Leslie Cagan then clarified the proposal as follows: that the negotiations
>regarding all issues would be with a member of the board representing the
>board in negotiations with Democracy Now!
>
>Motion to authorize the board chair to negotiate with Democracy Now! on the
>above terms.
>
>Yeas: Teresa Allen, Pete Bramson, Janice K. Bryant, Dave Fertig, Dick
>Gregory, Ray Laforest, Rob Robinson, Carol Spooner, Jabari Zakiya, Chair
>Leslie Cagan
>Nays: Marion Barry, James Ferguson, Barney Goodman, Bert Lee