The Democracy Now!/Pacifica agreement | Democracy Now! statement
interim Pacifica national board secretary
regarding the DN! agreement
From: Carol Spooner
Date: Fri Jul 5, 2002 1:34 am
Subject: Apology to Pacifica Community
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.
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 facism 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 distribution to other media to Amy seemed like a good idea ... and I still think it was a good idea.
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 1st 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.
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 voidable 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, 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. 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) ... 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, and they should have consulted with the full board before signing the contract. I hope a lesson will be learned here 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 I certainly wish her well.
Please forgive this long rambling. I'm upset and can't think how to put my thoughts together well. 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. 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.
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
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