July 22, 2010
Sent via email and USPS
Douglas Eakeley, Chair Board of the Foundation for New Jersey Public Broadcasting c/o Lowenstein & Sandler 65 Livingston Avenue Roseland, New Jersey 07068
Dear Mr. Eakeley:
I am writing to you on behalf of our members who are employees of the New Jersey Public Broadcasting Authority (“NJPBA”). For many years, we have questioned the role that the Foundation for New Jersey Public Broadcasting (“Foundation” or “FNJPB”) has been playing in the operation of NJPBA. It is our position that the Foundation has long reached far beyond its fundraising and support role and has, in fact, constantly attempted to usurp the functions of the NJPBA and the Board of the NJPBA.
These concerns have also been expressed with increasing frequency by members of the Board of the NJPBA.
Our review of the statute creating the Foundation for New Jersey Public Broadcasting and the Certificate of Incorporation of the Foundation leads us to conclude that the Foundation is not currently fulfilling its statutory mission. Further, we believe that the Foundation is in clear violation of certain restrictions on its activities imposed by its Certificate of Incorporation.
The New Jersey statute creating the FNJPB clearly states its mission:
48:23-13. Foundation for New Jersey Public Broadcasting established The New Jersey Public Broadcasting Authority is authorized to establish a nonprofit, educational and charitable organization to be known as the Foundation for New Jersey Public Broadcasting. The foundation shall be devoted to the sponsoring of activities and the raising of funds for the support and promotion of the authority and its several purposes. The foundation shall be incorporated, organized and operated in such manner as to be eligible under applicable federal law for tax-exempt status and for the receipt of tax-deductible contributions. (emphasis added)
Based on our observation of the official activities of the Foundation, we have concluded that instead of fulfilling its mission to support and promote the NJPBA, the Foundation has acted to undermine the NJBA with the intent that it be dissolved..
The Foundation has done this by, inter alia, the following actions:
Recently, and most incredibly, the Foundation has indicated that it is considering withholding funds from the NJPBA that were raised expressly to support the NJPBA. Instead, Foundation leadership has stated that it desires to “bank” these contributions for some future operator of NJN such as itself. Such withholding of funds from the NJPBA would of course cause significant financial distress to the NJPBA, and thus set up a pretext for privatization of NJN. This plan is being considered despite the clear statutory requirement that the Foundation’s purpose is to raise funds for the NJPBA and no other entity.
From at least 2005 to the present day, the Foundation has engaged in discussions concerning the organization of the NJPBA, with the prime aim of privatizing the NJPBA. It has expended hundreds of thousands of dollars of funds, allegedly raised to support the NJPBA, on various studies to bolster the case for privatization. These funds should have been used to support programming at the NJPBA – the purpose for which the funds were explicitly raised.
The Foundation has hired employees to perform work not in keeping within the mission of the FNJPB, including educational outreach and television production work that should be undertaken by NJN itself. Furthermore, management at the FNJPB, particularly Ronnie Weyl, has sought to direct and supplant the activities of the NJPBA. A few of Ms. Weyl’s activities in this regard include involvement in labor relations meetings of the NJPBA, overseeing contracting by the Foundation for reports to lay the groundwork for dissolution of the NJPBA, and attending meetings with legislators to seek the demise of the NJPBA.
The Foundation through its Chair, Douglas Eakeley, has forwarded proposed operating and business plans for NJN to the Governor’s office without the permission or approval of the Board of the NJPBA.
The Foundation in contradiction to its Certificate of Incorporation has engaged in a significant and extensive propaganda and lobby campaign. In 2008, this included the hiring of a lobbying firm, Public Strategies Impact, to solicit state legislators on behalf of privatizing NJN and the hiring of public relations professionals to shape a “privatization” message. In May and June of 2010, Ronnie Weyl, the senior manager of the Foundation planned, scheduled and held a series of meetings with legislative leaders and key legislative staff. Ms. Weyl placed a priority on this work and encouraged, with success, board members of the Foundation to attend these meetings. The purpose of these meetings was to solicit support for the privatization of NJN.
Recent meetings of the board of the FNJPB have focused primarily on the effort to privatize NJN rather than on the Foundation’s fundraising and support mission.
The Foundation has financed various reports to determine the viability of potential new revenue streams with the purpose of using the information gathered to provide financial support for a privatized NJN. Again, the funds expended were given by contributors seeking to support NJN programming.
Amazingly, a recent Foundation Board meeting featured extensive discussion of whether all staff of the NJPBA should be terminated or only part of the staff terminated. It is hard to imagine a topic more inappropriate considering the mission of the Foundation.
Taken as a whole, we believe that these activities and many others taken by the FNJPB reflect a Foundation’s priority to privatize NJN, and to do so in a way that NJN’s valuable assets,such as the FCC licenses which are owned by the taxpayers of New Jersey, are transferred to the Foundation or some other private entity without appropriate compensation to the taxpayers. This is in direct contradiction to the statutory mission of the FNJPB, which is also reflected in FNJPB’s Certificate of Incorporation, and against public policy. NJBA cannot be seen merely as a vehicle through which public assets are transferred to private entities without appropriate compensation.
As we stated above, we believe that the actions of the Foundation place the Foundation and financial condition of NJN at serious risk. Furthermore, we believe that the development and execution by the Foundation of a significant propaganda and legislative lobbying campaign with the aim of privatizing NJN endangers the Foundation’s tax-exempt status and is a violation of the its Certification of Incorporation of the Foundation which specifically states: “No substantial part of the activities of the corporation (FNJPB) shall be the carrying on of propaganda, or otherwise attempting, to influence legislation,”
Significant conflicts of interest are also apparent for some members of the Board of the Foundation. This is because advocacy for privatization of NJN is in the direct self-interest of Board members. Specifically, Dennis Bone who is President of Verizon New Jersey may benefit in his professional capacity in the event FNJPB is sold to a private entity. As the operator of FIOS, Verizon has a clear interest in the direction taken by NJN. Indeed, during the previous administration discussions took place concerning the possibility of Verizon purchasing or using NJN for FIOS.
Finally, it is our position that the usurpation by the Foundation of many key aspects of NJPBA’s authority, raises the likelihood of an FCC enforcement action.
As a result of our concerns, we urge that the FNJPB immediately cease all study of, and advocacy and lobbying for privatization.
It should also cease its efforts to manage and control the future of NJN and the NJPBA. Such discussions are solely the province of the NJPBA. The Foundation must immediately return to its statutory mission of fundraising, support and promotion of the NJPBA.
We hope for a prompt and positive response to this request so that further action will not be necessary.
Dudley Burdge, Senior Staff Representative
cc: Foundation Board, NJPBA Board, Legislative Task Force on NJN, CWA NJN Members, Howard Blumenthal, Ronnie Weyl, Assemblyman Wisniewski, Senator Doherty, Sponsors of A2949, A. Pinarski, Weissman & Mintz
Note: The Foundation Certificate of Incorporation can be viewed at SaveNJN.wordpress.com