On August 5, 2004, the St. Olaf College Board of Regents met in Minneapolis for a business meeting. Among the agenda items was the vote on the proposed sale of WCAL/KMSE to Minnesota Public Radio (MPR).
UPDATE: The March 2008 Special Master Investigation Finding of Fact #33 indicates that the meeting was a conference call in which 14 regents participated. Ten (10) of the 14 voted by conference call and three (3) by proxy. There was one (1) abstension.
Information indicates that the only four regents who apparently were not present and therefore did not vote were Philip Brunelle, William Hoeft, Marilyn Miller and George Carlson.
It is not known if the Regents received the agenda in advance or, if they did, if it included the sale of WCAL assets as an agenda item.
There have been some indications that some members of the Board of Regents "attended" the meeting via conference call, and may have included some Regents who have claimed that they were "out of town" at the time of the meeting.
St. Olaf Treasurer Allen Norton has confirmed that the meeting was not open to the public and that he was unaware of the federal open meeting law requirements for WCAL-related business, effectively admitting that St. Olaf College violated federal open meeting laws for public radio stations. See entry for September 27, 2004. SaveWCAL has established that during the tenure of former WCAL general manager Paul Peterson from 1967-1999, St. Olaf was in full compliance with federal open meeting laws.
[Just one day after the St. Olaf College Board of Regents meeting, the Minnesota Public Radio (MPR) Board of Trustees met in a conference call, apparently to specifically discuss and/or vote on the WCAL/KMSE sale. As this was a conference call, it is almost certain that this meeting of the MPR Board -- where business regarding public radio stations was discussed -- was not open to the public and therefore may have been in violation of federal open meeting law requirements]
The juxtaposition of the St. Olaf board meeting (August 5, 2004) and the conference call of MPR's board (August 6, 2004) one day later is yet another indication of the speed and secrecy with which St. Olaf and MPR wanted this matter handled.
Norton has also confirmed that no written materials were presented to the Board of Regents regarding the proposed sale. According to President Thomforde, the Regents discussed the sale for "about 30 minutes" without written documentation.
In a September 11, 2004, Northfield News article titled "St. Olaf president speaks about WCAL" [http://northfieldnews.com/news.php?viewStory=35720], Thomforde added the following information about the meeting:
The question [of the sale of WCAL charitable trust assets] was next brought to the executive committee of the Board of Regents, who agreed it should go forward, and then to the entire board.
Thomforde said about 20 Regents were present [for the meeting on August 2, 2004], with another five or six participating in the meeting by telephone.
"The board was basically unanimous in its decision to sell the license," Thomforde said.
Later reports indicate "unanimous with one abstention" (it is not clear who abstained, but it may have been Addison Piper).
SaveWCAL has been told that at least two Regents were out of the country at the time of the vote (Philip Brunelle and one other). Brunelle himself indicated this in emails sent to SaveWCAL supporters in Fall 2004. He said he was "out of town" but gives no indication that he did not participate in the vote. According to Thomforde's statements, they apparently participated in the meeting and vote.
There are direct links between the board of three entities involved in the sale: St. Olaf College, Minnesota Public Radio (MPR) and Piper Jaffray. Piper Jaffray is the lead underwriter for the conduit revenue bonds that MPR attempted to use to finance the purchase of WCAL and the Saint Paul Port Authority bonds MPR eventually obtained to refinance the purchase of WCAL/KMSE. See entry for November 12, 2004.
Of the seven Piper Jaffray board members in 2004, three were members of the MPR Board of Trustees (Addison Piper, Michael Francis, and Frank Sims) and two were members of the St. Olaf Board of Regents (Addison Piper and Kristine Johnson'73). St. Olaf Regent Philip Brunelle also has close ties to MPR. Piper served two terms as Chairman of the MPR Board and also served a Chair of the Presidential Search Committee at St. Olaf College that selected David Anderson '74.
There are serious questions surrounding Piper's direct involvement in the sale of WCAL assets and possible conflicts of interest. In remarks to the faculty of the college on September 2, 2004, President Thomforde identified Piper as being an instrumental advisor on this matter and having been actively involved in several aspects of the sale. See entry for September 2, 2004.
The October 7, 2004, minutes of the St. Olaf Student Senate [PDF, 4 pages] report on comments by then Vice President for College Relations Jan McDaniel who claimed the Board of Regents was shown only two of the four or five bids out of the original eleven (or thirteen) offers made on the station and made a "unanimous decision."
At no time during this process were WCAL donors and/or stakeholders (i.e., the station's staff, announcers, board, members, listeners, underwriters and patrons; St. Olaf faculty, staff, students, alumni and friends; and 60-year broadcasting partner Central Lutheran Church in Minneapolis). Management failed to inform these investors at any time before the sale decision of discussions to sell a major asset or given any opportunity to develop or put forth a plan to take over the station, as is often done with community public radio stations across the country. The message to over 100,000 listeners and 8,000 current donors to the college (and tens of thousands of donors for more than 80 years) was that they do not matter.
It is SaveWCAL's contention, as set forth in SaveWCAL attorney Michael McNabb's February 27, 2007, Letter Brief [PDF, 5 pages] to the Rice County District Court that:
"A thorough investigation will reveal that the court has the facts and the law to declare that the assignment of the license for 89.3 FM to MPR is void on the grounds that (1) it was a breach of its fiduciary duty as trustee for St. Olaf to create the circumstances which rendered it impossible to honor the intention of the donors and (2) St. Olaf failed to obtain the authorization of the court to terminate the charitable trust as required under Minn. Stat. 501B.41 subd. 2 and therefore St. Olaf did not have the lawful authority to assign or sell the assets of the WCAL charitable trust. In the alternative, the court could declare that the WCAL endowment fund (all $2.9 million) and the $10.5 million received from MPR constitute part of a continuing charitable trust and that pursuant to Minn. Stat. 501B.31 subd. 2 the trust must be administered to accomplish as nearly as possible the intention of the donors. "
