Court Again Rules in Favor of PRP, Requires Pacifica to Play Fair

In the court hearing held Feb. 14, 2020, held because of the gross unfairness in the election plan approved by the PNB, Judge Roesch gave the Pacifica Restructuring Project most of what PRP asked for. Of course, we’ll have to see if Pacifica actually complies. Given Pacifica’s recent history in fighting bylaws reform, we’re not so sure.

1.  There will be 3 election inspectors.  Pacifica’s attorney Arthur Schwartz tried to name himself as one, but the judge said he was not qualified based on his bias.

2.  PRP’s website URL and PRP’s 1000 word statement should be on all election materials., with up to two links.

3.  Each side should have equal opportunities to communicate with the members.  Pacifica has to follow through with the agreement PRP made re our own show on WBAI/WPFW, although that won’t be explicitly in the rules.

Gregory Wonderwheel, attorney for PRP, provides more details:

The court ordered that there shall be three independent Election Inspectors.  Ms. Penaloza shall continue as a paid Election Inspector under contract as the National Elections Supervisor and the other two Election Inspectors shall be volunteers.

Mr. Terry Goodman was confirmed as the choice of the Petitioners.

The Respondent Pacifica Foundation is directed to name the third Inspector who shall be someone who is not currently a regular full time or part time employee of Pacifica Foundation or any of its five radio stations, including staff members (paid or unpaid) of any Pacifica radio station, Pacifica Officers or Directors, or Station LSB Delegates, and must have not stated a position for or against the Proposed Bylaws.  If Respondent does not name their Inspector by 5:00 P.M. PST on 2/17/2019, then Petitioners shall name the third Inspector.  

The three Election Inspectors are to work independently of both the Petitioners and Respondent Pacifica Foundation and their respective attorneys. If the Election Inspectors contact one attorney then they should copy the other attorneys. There should be no separate contact with the attorneys that is not shared with the opposing counsel.

When a third Inspector is named, if either party objects for cause, then it will be for the two Election Inspectors already appointed to determine the challenge of the third and report.

The three Election Inspectors are to to serve under the conditions and provisions of California Corp. Code §5615 without interference or direction of the parties or their attorneys:


(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of members may, and on the request of any member or a member’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more members or proxies, the majority of members represented in person or by proxy shall determine whether one or three inspectors are to be appointed. In the case of any action by written ballot (Section 5513), the board may similarly appoint inspectors of election to act with powers and duties as set forth in this section.

(b) The inspectors of election shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all members.

(c) The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. (Amended by Stats. 1984, Ch. 812, Sec. 2.)