Home -Pacifica Restructuring Project



Our world is in crisis, and Pacifica cannot rise to the challenge of these times without major changes.

Update 1: A number of prominent Pacifica supporters have endorsed the proposed new Bylaws, which would provide the changes needed. Some of those new endorsers include William (Bill) Fletcher Jr., Mimi Kennedy, Roxanne Dunbar-Ortiz, Larry Bensky, Ian Masters, Mitch Jesserich, and many more. See our endorsements page.

Update 2: As you learn more, you may want to change your vote, you must fill out the last box saying that you are requesting a new ballot to change your vote. But please read on and check the links below for the many reasons why Bylaws reform is so urgently needed to save Pacifica and our stations.

The changing media landscape, changing political culture and rise of fascism, changing economy, changing generations and perspectives, changing funding paradigms, changing technology, all of these and more require profound new thinking about how Pacifica, with its 5 radio stations and over 200 affiliated community stations, can not only survive but rise to become an influential voice in cars and kitchens across America — sharing news and information not commonly available on the airwaves in this country — connecting movements, inspiring deep thinking, informing, useful at these dangerous historic times — inspiring music, culture, information, debate, intersectional conversation, radical, powerful.

But Pacifica’s Board of Directors is too factionalized and dysfunctional to find and retain good management to develop plans to meet the challenges of our times. Instead the board is consumed by fighting among people with little or no knowledge about radio, media, or running a multi-million-dollar nonprofit organization.

The purpose of these proposed new Bylaws is to create a better way for Pacifica’s membership to elect Station Representative Directors, and to also provide the skills and vision of substantial and accomplished people with commitments to Pacifica’s core “Peace and Justice” mission.

You may have seen some wild accusations and rhetoric about what the new Bylaws would do, but what you’ll find here are facts – about how Pacifica and all of our stations are in serious trouble, and how we need Bylaws reform in order to save all our stations, our network, and our mission – that is our goal.


Why We Need New Bylaws

Open Letter from Staff to Pacifica Listeners

What the New Bylaws Will Do

Comparison Between Current and New Bylaws

No Ballot? Want to change your vote? Other concerns? See our Frequently Asked Questions



Current Bylaws-Complete text

New/Proposed Bylaws-Complete text

Transition At-Large Directors

About Us and Contact Us

Donate to Support this Effort



New Bylaws Were not Approved, Pacifica’s Condition Remains Critical

The Bylaws referendum results were released, and the new Bylaws were not approved by the members. I remain very concerned about the future of Pacifica and our stations. The flood of rhetoric and bluster and false information in recent weeks from some of the people opposed to Bylaws reform has not helped. Instead, it has …

Responding to False Allegations from Those Opposed to Bylaws Reforms

First of all, we need to make clear that we’re not going to stoop to the level of those opposed to Bylaws reform who make outlandish allegations with no real facts to back them up. We don’t know why some of those people, call those of us proposing the bylaws corporatists or whatever other names …

Why We Need New Bylaws


Because since 2003 our Bylaws have not provided a workable way to recruit and elect competent Directors of the Foundation. Instead, we have elected dozens of “Delegates” to Local Station Boards from polarized and competing “slates” who have elected the 22 Directors each year from among themselves, and have produced factional and dysfunctional national Boards of Directors each year, with both sides trying to prevent the other side from accomplishing anything.

This has led to near total financial collapse. Below is a list of some of the results of this factional dysfunction:

  • In 2019, the board had 39 open meetings and 23 closed meetings over 44 days.
  • At the end of 2019, the board had not completed 2018 year’s audit, risking the non-profit status of the Foundation.
  • At the end of 2019, the board had not come up with the plan to pay off the $3.25 million loan due in full, with interest, on April 1, 2021, which is secured by all of Pacifica’s buildings, furnishings, equipment, and intellectual property, including that of the Pacifica Radio Archives (everything except the broadcast licenses). There is no plan and no funds to pay off this loan!
  • There has been a 31% drop in listener donations from 2007 to 2017 (the last audited report) – was $12,610,907 in 2007 and $8,663,786 in 2017. The auditors’ reports are posted here
  • There has been a 162% drop in total net worth from 2007 to 2017 – was +$7,446,164 in 2007 and -$4,612,278 in 2017 (not including broadcast licenses).
  • Independent Auditor’s 2017 report expressed serious concerns about the accuracy of Pacifica’s financial reports: “we were unable to obtain audit evidence to support the amounts and disclosures in the financial statements due to difficulties in obtaining sufficient supporting documentation from some of the locations.”
  • Independent Auditor’s 2017 report expressed: “the Foundation has suffered recurring losses from operations and has a net deficit that raises substantial doubt about its ability to continue as a going concern.”
  • Recurrent late filing of Independent Audits has caused the loss of approximately $1,000,000 per year in funding from the Corporation for Public Broadcasting since 2013.
  • Currently delinquent in renewing non-profit registration with the California Attorney General’s Office. (Pacifica is a California non-profit public benefit corporation required to renew its registration every five years.) Read it here.
  • Pacifica has been a revolving door for Executive Directors and Chief Financial Officers. Since 2003 there have been 19 Executive Directors or Interim Executive Directors (most of them being Board Chairs serving on a volunteer basis while searches were conducted for qualified permanent hires). And since 2003 there have been 7 or 8 CFOs or Interim CFOs.
In addition:

National Board is too large to function – With 22 members, the board is too large to function effectively. Pacifica cannot pay for in-person meetings to help them get to know each other and learn to work together in a collegial way. And 22 people trying to work together on phone conferences would be unworkable, even with board members who got along. Under the new Bylaws, the Board size will be reduced to 11 Directors.

The National Board is too factionalized to function – The board is divided, year after year, into opposing factions who see their jobs as blocking and obstructing the “other side” from getting anything done. This happens no matter which faction is in the majority, and majority control shifts from year to year, leading to changing the Executive Director and/or the Chief Financial Officer, and the inability to establish and carry out plans to solve Pacifica’s problems and challenges with any continuity year over year.

Serious concerns about the integrity of the books – The 2017 independent auditors’ report states, top of Page 2, “Basis for Disclaimer of Opinion,” states that:

“… we were unable to obtain audit evidence to support the amounts and disclosures in the financial statements due to difficulties in obtaining sufficient supporting documentation from some of the locations. Certain stations do not use the same accounting software as the national office. Some of the data from these stations could not be fully verified because it was missing. As a result, we were unable to determine whether any adjustments were necessary to make relating to the Foundation’s statement of financial position; and the elements making up the statements of activities, functional expenses, and cash flows for the year then ended.”

You can read it here: https://www.pacifica.org/finance/audit_2017.pdf

What this means in plain English is that the door is wide open for misuse of funds and/or embezzlement, among other things, and no one can tell for sure.

Successive Boards have known this since at least 2017 but have blocked successive Chief Financial Officers from solving these problems. The former CFO resigned, alleging “constructive termination” because the Board would not give him the authority and resources to do the job. The most recent CFO also reported to the Board that she cannot get necessary information from WBAI. You can listen to it here: https://kpftx.org/archives/pnb/pnb191010/pnb191010a.mp3  Her report starts at 22:30.

AG Warning to the PNB

On Dec. 17, 2017, Julianne Mossler, the Deputy Attorney General of California in charge of non-profit organizations chartered in that state, read a statement to the Pacifica National Board, especially warning them of the importance of their fiduciary duties as Board members. Unfortunately, many on the PNB then and now have not heeded her advice. Here are some relevant excerpts, which you can listen to in the audio recording of the meeting, starting at 9:30 after the start of the meeting, at kpftx.org/archives/pnb/pnb171214/pnb171214a.mp3:

As directors on the national board, each of you owe a duty of loyalty to Pacifica to help it achieve these standard purposes. It means that your personal interests and or the interests of your local radio station must take a back seat to the Pacific’s interests when you’re acting in your capacity on the national board.

When your personal interests, or those of your local station, diverge from Pacifica’s interest, Pacifica’s interests must always take precedence. As a director on Pacifica’s national board each of you must act in a manner you sincerely believe to be in Pacifica’s best interests. That means every decision you make must be made for the purpose of advancing Pacifica’s interests, even if that means that the interests of your local station or even your personal interests are adversely affected. To do otherwise, constitutes an impermissible conflict of interest that can result in your removal from the board, litigation or even Pacifica’s collapse and closure.

As Directors on national boards each of you also owes a duty of care and inquiry towards Pacifica. The duty of caring inquiry requires that each of you be reasonably informed and take whatever steps are necessary to make sure you have relevant information about whatever issue is being addressed at the national level. All of the decisions you make about Pacifica must be made in good faith.”

“Paralyzing the national board by bringing it to deadlock in order to serve interests of a local station is a blatant conflict of interest and a violation of your duties as a director. If you fail in your duties as a director, or if you actively sabotage Pacific’s efforts to operate its business, you can be subject to legal repercussions, including, but not limited to removal from the board, an order prohibiting you from serving on any board of any nonprofit in California, or civil judgements against you personally.”

(from the statement by Julianne Mossler, the Deputy Attorney General of California, to the Pacifica National Board)

About & Contact Us

About the Pacifica Restructuring Project

The Pacifica Restructuring Project is the work of three current Pacifica Board members, Bill Crosier, Donald Goldmacher, and Mansoor Sabbagh; four former Pacifica Board members, Sherry Gendelman, Carol Spooner, Akio Tanaka, and Carole Travis; and former Chair of the KPFA Local Station Board Susan da Silva.

We are a group of current and former board members of the Pacifica Foundation, concerned with the serious issues facing the Foundation and other independent media. We recognize an urgent need for effective governance to deal with those issues.

Many Pacifica members from all five of our Pacifica-owned stations, as well as our affiliate stations, have expressed grave concerns about the ability of our boards to effectively oversee and protect the over $100 million of assets of our network. Members have expressed alarm about the large and growing debt, loss of members and listeners, and the fact that so many people do not know about our stations.

Because our Bylaws are the organizational structure for how our board members are selected and how they are directed to operate, we think it’s important to start with determining what changes are needed in our Bylaws so that we can have governance capable of dealing with the issues.

We agree that:

  • We are reaching out to find others who want to work together to help improve our governance and boards.
  • We seek processes and communication structures to allow us to be able to get more listeners and supporters.
  • We are committed to helping insure that Pacifica can pay its bills and keep our stations open.
  • We need to find the funds to modernize our stations.


Our society is wrought with conflict, from institutions, individuals, and businesses that take advantage of others through theft, lies, and violence. Pacifica was formed to be a beacon of light for finding a better, saner way – exploring non-violent conflict resolution, respecting and helping each other, and championing peace and justice both in our programming and our governance. Our country, and our world, need Pacifica. Our very name means “peace”, and we must create an internal environment which supports us in bringing that message to the world.

Dandelion with seeds blowing
Dandelion seeds blowing

But for Pacifica’s mission to have an impact, we must grow. Like the dandelion, we must spread seeds far and wide – seeds of truth, peace and justice, to make this world a better place.

Help the sun rise on an even-better Pacifica. Don’t let it be the sunset of Pacifica!


Contact Us

Have more suggestions or questions? E-mail us at PacificaRestructuring<at>gmail.com

(Replace “<at>” with “@”).