RadioPoetics.org

FACTS:

1. WBAI LSB election results were finally certified on April 7, 2008
2. WBAI PNB reps were previously elected on an interim basis pending
the above certification
3. WBAI has interim PNB reps, the majority of whom (3 out of 4)
support the Justice and Unity Coalition
4. 3 PNB reps requested that the WBAI delegates to hold a special
delegate meeting prior to the Houston PNB meeting this weekend for
the purpose of electing new and permanent PNB delegates

WHAT'S AT STAKE:

The current PNB is:

1. weighted in favor of the Justice and Unity Coalition (JUC)
2. weighted In support of Lonnie Hicks (CFO) and against Nicole Sawaya
3. against financial transparency
4. against a forensic audit of WBAI's financial records
5. could potentially cause the Pacifica Network to become bankrupt
6. The progressives at WBAI now have a majority on the WBAI LSB
7. When a new delegate assembly is held they will win 3 out of the 4
WBAI PNB rep positions
8. The PNB is scheduled to discuss and decide on the incredibly
important issue of the balance of power between Pacifica's ED and
Pacifica's CFO at this upcoming meeting in Houston this weekend

So, what did Dan Siegel, Pacifica's Corporation Counsel, rule about the calling of a special WBAI delegate meeting?
Dan Siegel's summary statement:

In summary, the Bylaws provide that there must be 10 days notice for
LSB meetings, unless its officers all agree on a shorter period. The
Bylaws do not specify a different time period or process for Delegates
meetings, but instead state that Directors are to be elected at a
January LSB meeting. The PNB adopted a process to address the delay in
the 2007 elections, allowing the LSB to determine when to select their
PNB Directors this year. The WBAI LSB – with the agreement of all
sides – decided how to implement the PNB's resolution. Accordingly,
the holding of a special meeting on three days' notice is neither
necessary nor allowable.

What is the summary ruling of the independent counsel for the WBAI progressives?

Certain WBAI Delegates have asked me to provide a legal opinion on
whether the issuance of a notice by various WBAI Delegates purporting
to call a special meeting of the WBAI Delegate Assembly on three days
notice by email is valid. As is more fully shown below, where there is
no presiding officer of the WBAI Delegate Assembly, and where the PNB
has authorized and directed "the Delegates" to convene to elect
station representative Directors "as soon as feasible after
certification" of the WBAI Delegate Election, a three-day notice
issued by two or more Delegates and sent by email is valid and
adequate if all Delegates have email, and a quorum of all Delegates is
obtained at the time and place where the Delegate Assembly is noticed
to be held.

CONCLUSION

Where the LSB or "Delegates" have been directed by the PNB to convene
a special meeting of the Delegate Assembly as soon as feasible after
the certification of the station's Delegate Election, and where the
Assembly of Delegates is without a presiding officer or any other
officer to direct the secretary to issue a notice of the convening of
the Delegate Assembly, a notice of the Delegate Assembly issued by any
two or more Delegates reasonably calculated to provide actual notice
at least 24 hours before the time of the meeting is sufficient if the
meeting proves feasible as measured by the success of those assembled
to obtain a quorum.

Respectfully submitted,

Thomas J. Hillgardner, Esq.