We, the undersigned members of the KPFA LSB have learned that on June 8, 2005, PNB Director Lavarn Williams and Richard Phelps the designated agent of PNB Director Patty Heffley, were denied access to foundation records by Dan Coughlin. Therefore, the undersigned members of the KPFA LSB would like to reiterate our support of Article 12, Section 3 of our bylaws and California Corporations Code Section 6334 (cited in full below) which give Directors the “absolute right” to inspect all Foundation records at any “reasonable time”. We, the undersigned members of the KPFA LSB ask the PNB to enforce its vote, 12-3-2 on 4-25-05, to order its staff to allow such inspections. After that vote Directors have been denied access to inspect on two occasions and the denied inspection requests are pending for new dates. This is necessary to avoid the costs to the Foundation should the Directors be forced to go to court to obtain the rights they are being wrongfully denied by foundation staff.
We, the undersigned, also hereby request clarification as to the official status of Dan Coughlin since he is supposed have completed his tenure at Pacifica on June 1, 2005.
Article 12, Section 3, Pacifica Foundation Bylaws: SECTION 3. DIRECTORS: INSPECTION RIGHTS Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation's books, records and documents of every kind and to inspect the physical properties of the Foundation.
California Corporations Code Section 6334: Rights of Inspection Current through Stats 2005, ch. 10 § 6334. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.
Signed:
Richard Phelps, KPFA Listener Rep. Lavarn Williams, KPFA Listener Rep. Joe Wanzala, KPFA Listener Rep. Max Blanchet, KPFA Listener Rep. Sepideh Khosrowjah, KPFA Listener Rep. Ted Freidman, KPFA Listener Rep. Chandra Hauptmann, KPFA Listener Rep. Howard Beeman, KPFA Listener Rep. Attila Nagy, KPFA Listener Rep. Riva Enteen, KPFA Listener Rep.
p.s. A version of this letter in the form of a resolotion will be brought before the KPFA LSB for a roll call vote. Most of the other KPFA listener and staff reps have either not taken a position on this or are making noises in support of Don Coughleone's position citing 'personell confidentiality' among other prevaricative red herrings.
Joe W.
>From: Doug Henwood <dhenwood at panix.com>
>Reply-To: lbo-talk at lbo-talk.org
>To: lbo-talk <lbo-talk at lbo-talk.org>
>Subject: [lbo-talk] Pacifica records update
>Date: Sat, 11 Jun 2005 14:08:48 -0400
>
>A few days ago, director LaVarn Williams and Patty's representative,
>Richard Phelps, tried to insoect records at Pacifica's national office.
>
>Here's what happened (Richard Phelps sent the following message to the KPFA
>LSB):
>
>----------------------------------------------------------
>
>On June 8, 2005 at around 2 pm KPFA Director La Varn Williams and I went to
>the National Office to inspect records and documents as allowed by Pacifica
>Bylaws, Article 12, Section 3 and the law of the State of California,
>Corporations Code Section 6334. I was there as the designated agent of WBAI
>Director Patty Heffley. I am also legal counsel for Patty and La Varn on
>these issues. They felt it necessary to have legal counsel since Dan
>Coughlin has been obtaining legal counsel at the Foundation's expense to
>support his blocking of Directors Rights Inspection at WBAI and he
>wrongfully refused them entry on two prior occasions. Now three times.
>
>When we entered, Dan Coughlin came to us and said that we couldn't do an
>inspection that day since he was busy. I asked him why he was there? I said
>didn't you resign as of 6-1-05? He said I am not going to talk about that
>now. I told him we didn't need his help, all he had to do was give us a
>table to work on and show us where the files are kept. He again refused. I
>advised him that we didn't want to go to court and cost the Foundation
>losts of money in legal fees and costs but if he wasn't going to allow the
>inspection he would leave us no choice. He told us to go ahead and file the
>papers. He said that we didn't follow Foundation policy and I pointed out
>to him that he had been given a legal opinion last year that he could not
>stop an inspection based on Foundation policy. We told him we would be
>coming back tomorrow and he said that he wouldn't allow it then either.
>
>We then left and went over to the station and talked to a few others mostly
>about other things. Not wanting to waste Foundation money we went back to
>the NO and asked to speak to Dan again. The first replay was that he was
>busy in a meeting. I gave the staff person a note to Dan saying that we
>needed a discussion on dates that he would allow an inspection. He finally
>came down and we discussed dates. He wanted us to wait until after the PNB
>meeting, no concrete reason given. We told him firmly that we wanted to get
>it done before the meeting. He said he was busy the rest of this week with
>meetings and his going away party. I again pointed out to him that we
>needed nothing from him except some space to work at and access to the
>files. He then commented on how these inspections were a drain on the
>Foundation and I asked him how many had there been in his last 2 years as
>ED. He didn't comment. I then said as far as I knew there hadn't been but
>2-3 before ours since the new Bylaws. Again no comment. We then told him we
>were flexible about the next few days but were firm on early next week
>before the PNB. He said he would get back to us. As of writing this we have
>not heard from him.
>
>
>Richard Phelps
>Attorney/Mediator
>Agent for Inspection for WBAI Director Patty Heffley.
>
>___________________________________
>http://mailman.lbo-talk.org/mailman/listinfo/lbo-talk
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