Tuesday, March 18, 2008

Pacifica: Who’s in Charge?

A long simmering debate over the division of authority between Pacifica Radio’s Executive Director, Chief Financial Officer and the Pacifica National Board is underway in the foundation’s Personnel Committee. At a March 17 meeting, CFO Lonnie Hicks argued that a division of responsibility was established in the organization’s new bylaws and that the CFO shouldn’t report to the ED. Changes in his job description have been proposed by the new Executive Director Nicole Sawaya, including more accountability to the ED and less influence over hiring, handling investments, and spending priorities.


“If the national board is fiduciarilly responsible and the Executive Director is responsible with regard to reporting and accountability back to everybody, not just the national board, they have to be included in the management of these assets,” Sawaya said. “No one operates off on his own.”


Hicks argued that some of the suggested changes could “lead to mischief.” Discussing the qualifications for the job, he added, “You have to be diplomatic at Pacifica, or you’ll be demonized.” The committee is reviewing various descriptions and changes suggested by Sawaya, Hicks, and HR Director Dominga Estrada before bringing recommendations to the full Board.


You can listen to the Personnel Committee’s March 17 meeting at KPFTX.



Sawaya has suggested that the CFO should report to both the Board and ED. “The rationale is to just enhance the notion that we should be working together here. There has to be some accountability to the Executive Director,” she said. “This is a structural issue, not a personality issue. For the long term, what’s the most accountable structure we can build in?” Since she is ultimately accountable, she argued, there should be "some reporting accountability" by the CFO.


“Only the Board can direct assets and move assets around,” Hicks said. However, this conflicts somewhat with my own experience as ED in 2006 and 2007. During that period transfers of funds between investment and operating accounts were handled as an administrative financial matter, and some projects and contracts were approved by the CFO alone.


The underlying issue, according to Committee Chair Jack VanAken of KPFK, is the “CFO-PNB-ED somewhat triangular relationship.” The options outlined by Estrada include a dual reporting structure, having all staff except the CFO -- but including the national finance staff – reporting to the ED, or explicitly splitting the financial and administration departments. The Committee hopes to report back to the National Board at its upcoming Houston meeting.


Commenting on Pacifica’s general structure, Sawaya, who returned to work March 5, promised transparency but warned that “there are way too many demands” from the more than 100 Local Station Board (LSB) members for the national staff to respond to all of them.


Hicks was hired in 2002. His hire letter, signed by former ED Dan Coughlin, said that the CFO worked “under the supervision of” the executive director. However, Hicks and others note that this relationship has changed over the years, and that the bylaws say the CFO is accountable to the Board. Sawaya was hired in late September 2007, but resigned in December and renegotiated the terms of her employment over the next four months.

5 comments:

Carol Spooner said...

Pacifica's bylaws state that the ED is the President of the Foundation, the CFO reports to both the ED & the Board, and that the ED has general supervision over all Officers and business of the foundation, including the CFO & financial matters. This is usual and customary in a corporation -- all officers, including the ED & CFO, serve at the pleasure of the board. But internal supervisory & reporting responsibilities & authority require all officers to report to the Chief Executive Officer. Otherwise there is no "Chief" and s/he cannot be responsible for the business of the Foundation -- duh, obviously!

See Pacifica Bylaws at
http://www.pacifica.org/governance/PacificaBylaws-new.html

ARTICLE NINE. OFFICERS OF THE FOUNDATION

SECTION 7. EXECUTIVE DIRECTOR

A. The President of the Foundation shall be referred to as the "Executive Director." The Executive Director shall be the general manager, chief executive officer and chief administrator of the Foundation. S/he shall be selected, supervised and discharged by the Board. In addition, his/her performance will also be subject to annual evaluation by each LSB, which may make recommendations to the Board.

B. Subject to the control of the Board, the Executive Director shall have general supervision, direction and control of the business and the officers of the Foundation and the primary responsibility for implementing the directives, decisions and policies of the Foundation and the Board pertaining to administration, personnel, programming, financing and public relations. The Executive Director shall generally promote, coordinate and supervise the mission of the Foundation and shall have such powers and perform such duties as may be delegated or assigned to him/her by the Board.

SECTION 9. CHIEF FINANCIAL OFFICER

A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Foundation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and retained earnings. . The books of account shall be open at all reasonable times to inspection by any Director upon demand.

B. The Chief Financial Officer shall cause to be deposited all moneys and other valuables in the name and to the credit of the Foundation with such depositaries as may be designated by the Board. S/he shall cause the funds of the Foundation to be disbursed as s/he may be properly directed from time to time, shall render to the Executive Director and the Board an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the Foundation whenever requested, and shall have other such powers and perform such other duties as may be prescribed by the Board or the Bylaws.

Nalini L said...

Thanks, Greg, for the article. Like every revolution, there are unintended consequences of the new bylaws, and it is interesting to how those conflicts are being addressed and handled. We on the progressive left are famous for criticizing other corporations, but when it comes to running our own we are sometimes guilty of displaying a Keystone Kops version! I doubt that Lonnie has ever held any CFO or Controller position in his previous jobs that didn't report to his CEO. I have never heard of a CFO or who didn't report to a President or CEO or Owner. It seems rather bizarre that anyone would think otherwise.

Another "who's in charge" question that I ponder is FSRN. Is Free Speech Radio News a department of Pacifica or it's own corporate or legal entity? I recall that the contract with them was delayed for quite a few years and you were the one to actually finalize one. Did a Board of Directors for FSRN sign the contract, or an ED? Who do they report to, at Pacifica? What is their corporate structure and do they pay their own employees for administration and bookeeping or outreach and so on, or are all the FSRN expenses now covered by the Pacifica Foudation? Come to think of it, who actually who owns the programs?

Does Nicole Sawaya have any direct supervisory oversight to FSRN staff, or is this another potential management ambiguity? Maybe you can shed some light! Thanks, Nalini

Greg Guma said...

I can clarify a bit about FSRN and national programming. As you know, FSRN was created by striking Pacifica News Network (PNN) stringers in 2001, eventually replacing PNN. It’s an independent legal entity and has been considered a contractor for at least five years. When I arrived on the scene, there was considerable discontent among members of the FSRN collective about the lack of a formal contract. Financial records indicate that it was receiving slightly over $40,000 per month in 2006. FSRN wanted a contract, better pay for its stringers, and, perhaps down the line, re-integration as part of Pacifica. But it also wanted to maintain editorial control.

As the instruction of the Board, I facilitated negotiations that led to a one-year contract that was meant to be an interim step toward integration. It was signed by both myself and the Board chair, and formally adopted by the Board. Both Board members and staff were involved in the negotiations. But there were a number of unresolved issues, including how to handle fundraising, editorial cooperation with other news gathering units, and how to resolve differences between Pacifica’s employment and administration policies and the desire of FSRN’s reps to retain separate rules and policies. When the 2006-07 agreement was signed, a press release was issued. I departed before another contract or an extension of the current agreement was presented, and can’t speak to what has happened in the last six months. A clarification by the Board or management would be helpful.

The question of “reporting” remains ambiguous, since there are some lingering suspicions, and, on the Pacifica side, differences of opinion about the show. Basically, beyond what is described in the contract, collaboration is voluntary, the same relationship the foundation has with Democracy Now! As for who is paid, etc., that’s a question best addressed to FSRN. They do have some income in addition to what Pacifica provides (from affiliates and perhaps other sources), though Pacifica’s share of the total budget is a higher percentage than it is of the total DN budget. In other words, FSRN might be described as somewhat more dependent on Pacifica.

Program “ownership” and licensing is a delicate issue throughout the network. Pacifica has extensive broadcast and distribution rights to FSRN shows. The contract signed in 2006 is, as far as I know, a public document, and could help further answer this question. But the larger issue of who “owns” programs produced by unpaid staff and volunteers has been under discussion for years, and has been a key element in discussion of digital distribution.

The ED doesn’t have supervisory authority over FSRN or DN. But this is also true of Pacifica’s own news departments, which are under the supervision of GMs and PDs at stations. Even the Network Programming Coordinator doesn’t have “supervisory” authority. Further, the national office has little independent production capability and a very limited budget. To put this into perspective, DN and FSRN receive a total of more than $1 million annually for the two daily shows. National programming has less than $100,000 a year for all its initiatives. Based on my experience, it costs at least $1000 per half hour on average to produce a high-quality national program. In cases where there is agreement by stations to produce a national broadcast, the costs are shared by stations and national under an unofficial formula.

Nalini L said...

So the issue of "who owns the programs" is ambiguous...but what about "who owns FSRN"? I mean, are they a legal entity? Our contract is with whom? I've been trying to find their 990 or what state they are incorporated in or who their Board of Directors is (if any) and haven't come up with anything.

Thanks again.
Nalini

Nalini L said...

I got my own question answered. "Who owns FSRN" is a Calif. non-profit called Pacifica Reporters Against Censorship, d/b/a Free Speech Radio. More info at: http://www.box.net/shared/static/016sv6mo8g.pdf