DC Attorney General Alleges New USAGM CEO Michael Pack Illegally Replaced the Open Technology Fund’s Board of Directors; Files Lawsuit to Protect Independent Non-Profit (Press Release)

Last updated: 2020-07-21T01:25:23.455Z
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WASHINGTON -- In a dramatic move Monday, the Attorney General of the District of Columbia, Karl A. Racine, filed a lawsuit against new US Agency for Global Media (USAGM) CEO Michael Pack, alleging Pack illegally replaced the Board of Directors of the Open Technology Fund (OTF), a DC-based, independent non-profit that fights to advance human rights and democratic values. The complaint filed by AG Racine seeks to put an end to Pack’s reckless actions and reinstall OTF’s original expert, bipartisan, and independent Board of Directors.

Pursuant to the District of Columbia’s Nonprofit Corporations Act, members of OTF’s Board had alerted AG Racine about the ongoing dispute with Pack, which has severely imperiled the organization’s ability to operate. The Act, which requires nonprofits to notify the Attorney General of governance disputes, makes the Attorney General responsible for protecting DC-based nonprofits and ensuring they are acting in the public interest. When a dispute threatens to interfere with an organization’s ability to operate, the Attorney General may take action and seek a court order.

Accordingly, the lawsuit filed today by the Office of the Attorney General (OAG) seeks to end the dispute by arguing that Pack illegally attempted to remove and replace OTF’s Board of Directors and certain officers, such as President Laura Cunningham. In doing so, it notes Pack does not have authority over OTF’s Board of Directors: “OTF is an independent D.C. nonprofit corporation, which governs itself under local law and under its own bylaws. While USAGM provides grant funding for OTF’s work, it does not have authority over OTF’s governance. OAG asserts that OTF’s bylaws are clear and that only the organization’s Board of Directors—not USAGM, its leadership, or any other body—has the authority to appoint or remove OTF directors.” Because Pack did not have the authority to dismiss or appoint new members to the Board, the suit calls on the Court to recognize OTF’s original Board as valid and declare any actions taken on behalf of the organization by Pack or the replacement Board to be null and void.

“The Office of the Attorney General filed suit to ensure District nonprofits are able to fulfill their charitable missions,” said AG Racine. “We will not hesitate to use our authority to step in when disputes prevent nonprofits from working effectively on behalf of the public interest.”

Said OTF Board Member Ben Scott: “Today’s filing by DC’s Attorney General makes plain that the dismissal of OTF’s leadership was not only unnecessary and irrational, but also unlawful. USAGM should stand down so that OTF is able to continue carrying out its critical mission to protect human rights and internet freedom.”

A critical funding partner in the global fight for internet freedom, OTF supports technologies that help citizens across the world communicate securely, circumvent censorship, and combat authoritarianism. Today, over two billion people rely on tools supported by the organization. Yet despite this remarkable success and strong bipartisan support, Pack immediately attempted to dismantle OTF and its counterparts upon assuming control of USAGM. On June 17, in what was dubbed the “Wednesday night massacre,” Pack dismissed the heads of Radio Free Asia, Middle East Broadcasting, Radio Free Europe/Radio Liberty, and OTF CEO Libby Liu. He then attempted to unilaterally disband OTF’s entire bipartisan Board of Directors and fire OTF President Cunningham. Such moves drew immediate ire throughout the internet freedom community and across both sides of the political aisle.

On June 23, OTF’s Board of Directors fought back and filed suit against Pack in the District Court of the District of Columbia seeking injunctive relief to nullify Pack’s unlawful actions. The case, in which a decision on injunctive relief is expected later this week, is currently on appeal at the D.C. Circuit Court of Appeals. OTF’s Board also passed resolutions rejecting the legitimacy of the purported replacement Board and Pack’s new pick to lead OTF, James M. Miles. A former employment lawyer, Miles has no relevant technical qualifications or experience working on issues of global internet freedom.

Across the country and throughout the world, support for OTF continues to build. In Washington, the matter has moved beyond current political divisions, with key leaders on both sides of the aisle stepping up to strongly criticize Pack’s dangerous moves and demand accountability. At the same time, the campaign to #SaveInternetFreedom has also worked to galvanize the online community. Thousands of individuals and over 500 organizations, including Mozilla, GitHub, Wikimedia, and Human Rights Watch have now signed on to a letter urging Congress take action to protect the organization. More information about the campaign and this rapidly evolving issue is available here.