The Jefferson Public Radio Foundation would lose any connection with JPR's network of public radio stations under a tentative agreement forged with Southern Oregon University, according to a memorandum from a foundation attorney.
However, foundation board members, faced with the threat of personal lawsuits if they do not go along with the agreement, may instead resign en masse at a Friday meeting, multiple sources have told the Mail Tribune.
What: JPR Foundation meeting
When: 3:30 p.m. Friday, June 22
Where: Medford's University Club, next to the Holly Theatre.
What: Foundation board members will discuss an agreement with the university system. A portion of the meeting will be open to the public.
JPR Foundation board members will discuss the agreement at 3:30 p.m. Friday at Medford's University Club, 218 W. Sixth St., next to the Holly Theatre. A portion of the meeting will be open for the board to take public comment.
The showdown is the latest development in a struggle between JPR and the Oregon University System over control and leadership of the radio stations.
The Mail Tribune has learned from sources who have requested anonymity that if the foundation board disbands, its various assets, including money, Federal Communications Commission licenses and equipment, could be tied up in legal disputes, jeopardizing ongoing operations of the JPR network, which broadcasts from Mendocino, Calif. to Eugene.
Also, the mediation agreement itself might put the FCC licenses owned by the foundation in jeopardy, according to an attorney hired by the foundation.
The Mail Tribune has obtained a copy of a June 18 memorandum from John Crigler of the Washington, D.C.-based firm of Garvey Schubert Barer, which represents the foundation and specializes in federal communications law.
The foundation owns eight of JPR's radio stations, which includes five AM and three FM stations. The university owns 14, including two AM and 12 FM stations.
Jim Beaver, a spokesman for SOU, said he couldn't comment on the FCC license issue or whether the university system has made provisions to keep JPR operational if the foundation's assets become frozen.
He said he could only confirm a settlement agreement had been reached.
"I can't say anything," he said.
The dispute erupted when an audit conducted by the OUS chancellor's office concluded that it was a conflict for Ron Kramer to serve as executive director for both JPR's radio stations and foundation. In addition, the audit called for greater separation of assets and personnel of the university-owned radio stations and the private foundation. Kramer was later terminated from his radio station position by SOU President Mary Cullinan.
The foundation board and Kramer argued that tampering with JPR's business model could undermine its ability to operate and could threaten its fundraising abilities.
The audit also questioned JPR's involvement in restoring a historic Medford theater and suggested JPR fund-raising efforts could undermine the fund-raising efforts of SOU's foundation.
On March 22, the Portland firm of Miller Nash LLP, representing the chancellor's office and SOU, described in detail how foundation board members and Kramer could be personally liable if they failed to follow the direction set by the university system.
The letter from the foundation's attorney provides some details of a mediated settlement agreement, which has yet to be disclosed by the chancellor's office or JPR board members.
By June 30, the foundation must relinquish all broadcast and non-broadcast licenses, assets and personnel related to JPR to a newly created nonprofit entity, according to the letter.
"The foundation will not ... own or have an interest in any radio stations or broadcast licenses," the letter, referring to the settlement agreement, states.
But Crigler warned that relinquishing the radio licenses without FCC approval could result in revocation of the licenses. A public process would likely need to be undertaken as part of the process of relinquishing a license, he determined.
"An objection (from the public) could not only delay a grant of FCC consent, as the settlement memorandum recognizes, but could call into question the truthfulness of the foundation's representations concerning its independent identity and purpose," the letter states. "By prematurely relinquishing personnel and assets, the foundation could run afoul of FCC requirements."
State Rep. Peter Buckley, D-Ashland, said it would be a shock for him to learn that the foundation would no longer be associated with JPR under the settlement.
He said he's discussed the situation with the chancellor's office and JPR, and he didn't feel that anyone was acting in bad faith.
"It's a mystery to me," Buckley said. "I don't get ill intent from anyone."
He said the audit showed a lack of clarity in the division of assets between the radio station and the foundation. In addition, he said the audit brought up questions about the role of the executive director.
"What we were all looking for was a mediated settlement that works for both sides — that should be the goal for all of us," he said.
Buckley said he saw the letter from the attorney for SOU that threatens lawsuits.
"It's not unusual that an attorney would do that," he said.
Ashland Mayor John Stromberg said too much is at stake for Southern Oregon to stand by while JPR is dismantled.
Stromberg, who said he, too, has heard rumors that the foundation board members may resign, said he's hoping for a solution that will preserve the integrity of the JPR network.
"To me, this has the feeling of a process where each actor had good intentions and a solid rationale, but the whole thing together may have bad results."
He said he's concerned that the settlement agreement could seriously jeopardize the fund-raising abilities of JPR by altering a business model that has proven successful.
Stromberg said he senses that much of the discussion about JPR's future is being driven by the northern part of the state.
"I feel this is really a Southern Oregon and Northern California issue," he said.
For a radio station that serves such a large area, Stromberg said, more public input should be required before any decisions are made about restructuring JPR.
Stromberg also said the threats of litigation directed toward members of the foundation board could undermine other nonprofit organizations. He said JPR foundation board members' financial security should "not be threatened by the resources of a university system."
Stromberg said he was particularly concerned that the OUS actions would derail the efforts to revitalize downtown Medford through the renovation of the Holly Theatre and the creation of Jefferson Square on 10th Street, which would provide new headquarters for the radio station.
"Our economy in Ashland is very connected with the Medford economy," he said. "These projects are important for the revitalization of the heart of Medford."
Reach reporter Damian Mann at 541-776-4476, or email firstname.lastname@example.org.