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Court transcript of hearing on motions regarding Pacifica bylaws revision and the settlement agreement

7-8-03 Hearing document index
settlement agreement
6-19-03 bylaws drafts


Date: Fri, 11 Jul 2003 15:55:16 -0700
From: Carol Spooner
Subject: Fwd: Court's orders 7-8-03

Transcript prepared by the Court Reporter of the Court's Orders
at the end of the July 8th hearing.

Ms. Spooner,

I hope this is of assistance.

Thank you, Teri F. Rosette, CSR


      THE COURT: The matters having been submitted, the

Court will make the following -- well, as a preliminary

matter, I'll make the following observations. I do think that

the interim board should be applauded for making considerable

progress in the execution of the Settlement Agreement and

addressing a number of very serious and complex issues which

faced the Pacifica Foundation at the time of the settlement of

this litigation.

      I also think that it is a remarkable endeavor that's

worthy of praise, I think, to try and address the issues of

diversity, inclusion and nondiscrimination as has been

undertaken by the Pacifica interim board. They are the most

challenging and daunting issues facing our society and facing

the world and so it's not surprising that in that undertaking

consensus has not been obtained in its entirety. But that

should not diminish the otherwise laudatory efforts and work

in that regard.

      But the larger question before the Court here today

sitting in equity is the best interest of the Pacifica

Foundation. And while we initially contemplated, I think, 15

months for the interim board to do its work, that has not been

sufficient time. It appears to the Court that there is

additional time necessary to complete the work of the interim

board. That the sooner that that work is completed, the

sooner Pacifica will be returned to independent --

independence, I should say, and return to the vigor prior to

the litigation.

      So with those things in mind, the Court will also

make the following legal conclusions: That the vote that was

taken on June 26th in which the matter of consideration of

alternative or proposal -- I should say Draft A, Draft B and

Draft C, that vote does comply with the Settlement Agreement

and that the vote of seven for Draft B does constitute a

two-thirds majority of the 10 votes that were cast on the

issue of which alternative should be adopted as the new

bylaws, proposed new bylaws to be submitted to the LABs.

      The Court has considered the points and authorities

filed by Ms. Spooner and the fact that the language on page 4

with regard to the interim board members present and voting is

the context in which that two-thirds analysis must be

considered. And the abstention of four [sic] of the voting members

present or the nonvoting or the utterance of "none" is

essentially an abstention in terms of that resolution. And

Roberts Rules of Order suggest that the seven of 10 voting

members constitutes the two-thirds majority required by the

Settlement Agreement.

      Even if it were not so, the Court would be inclined

as a matter of equity and in light of the need to bring

resolution to these issues to find that there has been

substantial compliance with the Settlement Agreement. And so

as a second alternative, the Court would nonetheless approve

the resolution adopting Draft B as the proposal that will be

submitted to the LABs.

      In light of that and in light of those legal

determinations, the Court would make the following orders:

That the secretary of the foundation, the Pacifica Foundation,

record in the minutes of the June 26th, 2003 special board

meeting that the interim Board of Directors approved Draft B,

the proposed bylaws, by two-thirds majority vote, seven out of

10 interim director members present and voting with Ferguson,

Lee and Zakiya abstaining.

      Further, that the foundation secretary shall

forthwith transmit to or by e-mail Draft B of the proposed

bylaws to the chairs of the five local advisory or local area

boards. Are they local advisory boards?

      MS. SPOONER: Advisory currently, Your Honor.

      THE COURT: Local advisory boards who shall convene

special meetings of their respective local advisory boards not

later than July 23rd to vote on Draft B as to those portions

concerning the number and manner of the election of local and

national boards and shall transmit to the foundation secretary

the results of those votes not later than July 24th, 2003.

      And further, that Draft B shall be the Pacifica

Foundation bylaws upon receipt of the required approval by

majority vote of at least three of the five local advisory

boards pursuant to paragraph 3.b of the Settlement Agreement.

      Additionally, the Court will extend the authority of

the interim Pacifica National board to complete its work to

not later than January 30th, 2004 or until the seating of the

newly-elected Pacifica Foundation Board of Directors. And

that presumably will take place before January 30th of 2004.

      That will be the order of the Court. And I'll

either ask Mr. Fertig -- maybe I'll ask you, Mr. Fertig, to

prepare an order consistent with what the Court has announced

here today.

      MR. FERTIG: I will do so, Your Honor, in

consultation with Ms. Spooner.

      THE COURT: All right. And that will conclude these

matters this morning.

      Mr. Slater, I will look forward to seeing your

application for appearance or application for appearing pro

hac vice in these matters not later than this Friday, July


      MR. SLATER: Yes, Your Honor. Thank you.

(Audience applauds)

(Whereupon, the proceedings were adjourned.)



7-8-03 Hearing document index
settlement agreement
6-19-03 bylaws drafts

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