[Kzyxtalk] KZYX Elections - Time to Join or Renew Membership?
Joel Waldman
poet at mcn.org
Thu Dec 11 14:20:18 PST 2014
Other alternatives, old bean!
Remember Poor Richard's coinage:
Benign Neglect...
You should see the bright, new jacket...or is it a coate?
I've got on my back.
On Dec 11, 2014, at 1:59 PM, Dennis OBrien wrote:
> Help Us Bring Needed Change to KZYX&Z!
>
> There are many of us in Mendocino County and beyond who feel that
> Mendocino County Public Broadcasting and its radio station, KZYX&Z,
> has lost touch with the community. The policies supported by the
> current Board of Directors give all power to the General Manager
> while shielding him and the rest of management/staff from KZYX
> members and the listening public. Using those powers, the General
> Manager has eliminated the full-time News Director position and
> dropped the most popular NPR programming. The Board and General
> Manager have refused written requests for copies of KZYX policies,
> even though such access is guaranteed by our bylaws and state law.
> The Board even forbids individual directors from doing their own
> investigation and oversight, which is each director’s duty. And
> programmers who question the current management and/or policies have
> been reprimanded or lost their shows.
>
> Although it is possible to file a lawsuit to force action on some of
> these matters, such litigation drains funding and gives control of
> the outcome to a third party. Instead, some of us who are working
> to bring transparency and accountability back to our nonprofit
> community radio station are hoping to use the upcoming election for
> the Board of Directors. Three seats are currently open, one each
> for members in the Fifth and Second Supervisorial Districts, and one
> At-Large. All members vote for all three seats, and each director
> represents all members, regardless of where they live. The process
> for candidates begins January 1, 2015. But the deadline for
> becoming a member eligible for vote or run in the next election is
> December 31, 2014.
>
> Please consider becoming a member before the deadline so that you
> can be part of this renewal. Last election Doug McKenty challenged
> the incumbent for the At-Large seat and lost by only 12 votes even
> though two other challengers split the votes for change. For just
> $25, you can sign up for a Simple Living Membership that will give
> you full voting rights. You can do this by mailing a check to KZYX,
> or using their online payment system. Information on both methods
> is available at http://kzyx.org/index.php/donate-or-join. Election
> information is available at http://kzyx.org/index.php/about-us/volunteering-at-kzyx/102-station-business/236-the-mcpb-board-of-directors-2015-election
> . If there is an influx of memberships in response to this request
> for support, we will seek to have those funds dedicated for a full-
> time, independent News Director position, which is now part-time and
> serves at the pleasure of the General Manager.
>
> Our platform will be based on a legal and policy analysis of the
> current situation at MCPB/KZYX, including specific proposals (see
> below). It does not make judgments about personalities, but rather
> looks at actions and their consequences. It is not necessary to
> defame anyone’s character in order to make decisions about how our
> community radio station moves forward. To the greatest extent
> possible, we will adhere to the principles of nonviolent
> communication in order to foster lasting change.
>
> A membership nonprofit that operates a community radio station with
> taxpayer money must be open and accessible. Otherwise, it defeats
> the efforts of generations who have sought to make the airwaves a
> resource for all the people. And it will fail. Only by making
> essential changes can MCPB/KZYX achieve its best destiny, to be a
> shining city on the hill for a county, and a nation, that so
> desperately need one.
>
> Will you please join us?
>
> Sincerely,
>
> Dennis O’Brien, Candidate for Fifth District Seat
>
> PS: You can be part of the conversation by joining the KZYXTalk
> email list. Please go to http://lists.mcn.org/mailman/listinfo/kzyxtalk
> to join. In addition, there is a facebook page, KZYX Members for
> Change, which will be updated with the most recent information
> during the campaign.
>
> Late News: KZYX will hold a “meet and converse with the news team”
> at the Space Theatre, 508 W. Perkins Street, Ukiah, this Sunday,
> December 14, at 1:00pm.
> ______________________________________________
>
> The following is a legal/policy analysis of the current situation at
> Mendocino County Public Broadcasting, aka KZYX&Z. In the spirit of
> nonviolent communication, it will focus on actions, policies, and
> the law rather than on judging individuals.
>
> Background
>
> In March 2006, the Board of Directors of MCPB/KZYX adopted a change
> to the Board Policies and Procedures Manual, transferring the
> authority to make all hiring and firing decisions to the General
> Manager. From then on, the Board of Directors would only hire/fire
> the General Manager.
>
> “Section 11.3: The General Manager is responsible for the hiring,
> firing, and evaluation of all Staff positions.”
>
> In 2009, the current General Manager used that authority to fire the
> News Director. Correction: as the General Manager explained at the
> time, he did not fire the News Director; he eliminated the position
> entirely for financial reasons. He also cut the most popular NPR
> shows from the Station’s programming, including Prairie Home
> Companion, This American Life, Car Talk, Piano Jazz, and the BBC.
> The Community was stunned, as all of these decisions had been made
> unilaterally, without public discussion or consultation.
>
> It appears that the General Manager exceeded his authority by making
> a policy decision to eliminate the full-time News Director position,
> a service valued by the Community, rather than merely an
> administrator’s decision on hiring and firing. However, the Board
> of Directors, then and now, has endorsed the action, at the very
> least by not reversing it. Indeed, the current Board has stated
> explicitly that it supports this model of governance, and now
> forbids any individual Director from overseeing the work that is
> being done by the General Manager or any other Staff, even though
> such oversight is each director’s responsibility.
>
> This policy change means that the Program Director and the rest of
> the Staff are now insulated from any oversight by the Board of
> Directors, and are thereby one more step removed from the Members
> and the Community. Prior to the change, Members could go to Board
> meetings and discuss programming and other issues with the board.
> Now, the Board still allows public expression, but no longer
> responds to questions and comments, and has declared it will not
> intervene in Management/Staff decisions. Even written requests for
> information from a Member and a Director have been ignored or given
> incomplete response.
>
> In response to public outcry at such lack of transparency and
> accountability, the Board of Directors reconstituted the Community
> Advisory Board, which is required by the Corporation for Public
> Broadcasting, the largest funder of the station. However, the CAB
> has failed to hold any public meetings, opting instead for a
> telephone conference during their one private meeting. Many Members
> signed up but could not participate due to technical limitations.
> At that meeting, the CAB adopted a report, previously prepared
> without any public input, which stated the station was doing just
> fine and that no changes were needed beyond “News of the Station”
> reports. The CAB relied on a survey that was distributed to some
> (but not all) Members during the latest election balloting. The
> methodology of the survey was flawed, e.g., a respondent had to
> state that they thought something was wrong with the station before
> being allowed to prioritize what changes they wanted. In spite of
> these limitations, local news received the plurality of votes for
> most-needed change, followed by station operations and talk shows:
>
> 10% (Music programming)
> 20% (Talk show programming)
> 36% (Local news)
> 12% (National and international news)
> 22% (Station operations)
>
> The full report and survey are available at http://kzyx.org/index.php/about-us/station-business/community-advisory-board
> .
>
> The diversity of the membership of the CAB itself, required by the
> CPB, has also been questioned, as one of the members has the same
> address as one of the directors. In spite of these shortcomings,
> the CAB felt it was necessary to sound the following alarm:
>
> “The CAB is very concerned about the perception, within the
> listening community, of a lack of transparency into operations,
> internal decisions, and governance of our station. This has
> generated a barrage of criticism, outright attacks, and negative
> comparisons with other media.”
>
> Alas, its sole recommendation was to air short “News of the Station”
> segments. Though such an effort would no doubt be helpful, it
> cannot replace the transparency and accountability required by law,
> regulations, and bylaws (below).
>
> [Note: Apparently a Programming Advisory Committee was developed at
> the Station to broaden the decision-making process, but is now
> inactive. Requests for the PAC Policy have been ignored, so no
> analysis is possible at this time.]
>
> Meanwhile, those programmers who have questioned the current
> policies have lost their shows or have otherwise been reprimanded.
> The more that Members and Community leaders, including elected
> officials, plead with the Board of Directors for more openness, the
> more the Board digs in and asserts that its role is to support and
> protect the General Manager and Management. An impasse has arisen
> that has led to sharply divided elections whose legitimacy is
> questioned, public name-calling in the local media, and legal
> challenges to the station’s license renewal.
>
> Applicable Laws, Regulations, and Bylaws
>
> Mendocino County Public Broadcasting is a nonprofit membership
> corporation chartered under the laws of the State of California. It
> holds a license issued by the Federal Communications Commission to
> operate on three different frequencies, allowing it to reach most of
> Mendocino County. It also receives a large grant from the
> Corporation for Public Broadcasting. Thus it is subject to three
> sets of laws/regulations, along with its own bylaws.
>
> The California Corporations Code describes in detail the rights of
> Members, the rights and responsibilities of Directors, and the
> responsibilities of the organization to the Community. MCPB/KZYX,
> its Directors, and its Staff must follow these laws or risk having
> its nonprofit corporate status, and its license to broadcast, revoked.
>
> “Section 5210: Each corporation shall have a board of directors.
> Subject to the provisions of this part and any limitations in the
> articles or bylaws relating to action required to be approved by the
> Members (Section 5034), or by a majority of all Members (Section
> 5033), the activities and affairs of a corporation shall be
> conducted and all corporate powers shall be exercised by or under
> the direction of the board. The board may delegate the management of
> the activities of the corporation to any person or persons,
> management company, or committee however composed, provided that the
> activities and affairs of the corporation shall be managed and all
> corporate powers shall be exercised under the ultimate direction of
> the board.”
>
> It is proper under this section to delegate the management of
> activities to a general manager, but a board cannot abdicate its
> responsibility to set policy, maintain proper oversight, and
> interact with the organization’s members. Even the largest
> corporations must do that; the holder of a single share can question
> Warren Buffet at the annual meeting of Berkshire Hathaway. It is
> not impossible or even impractical for the board of a nonprofit with
> significantly fewer stakeholders to answer questions about the
> policies and operations of the corporation. The current Board’s
> policy of not responding has added to the perception that there is
> no transparency or accountability and has increased frustration and
> tension within the Membership and listening Community.
>
> The Board and General Manager have also withheld information that
> has been properly requested by a Member and a Director. But the
> Corporations Code requires such transparency:
>
> “Section 6333. The accounting books and records and minutes of
> proceedings of the members and the board and committees of the board
> shall be open to inspection upon the written demand on the
> corporation of any member at any reasonable time, for a purpose
> reasonably related to such person's interests as a member.”
>
> “Section 6334. Every director shall have the absolute right at any
> reasonable time to inspect and copy all books, records and documents
> of every kind and to inspect the physical properties of the
> corporation of which such person is a director.”
>
> The right of a Member to inspect records is further guaranteed by
> the Bylaws:
>
> “Section 11.06 Member Inspection Rights: Members shall have the
> right at all reasonable times to inspect all of MCPB’s records which
> are or should be maintained at the principal office except personnel
> records and other items that would violate the privacy of a specific
> individual or are otherwise protected under Federal or California
> law.”
>
> The right of inspection also includes the right to copy.
>
> When a written request was made by a Member for all of the policies
> of MCPB/KZYX, only the policies of the Board were released, not
> those of the Station, including the Station Manual which was
> specifically requested. The refusal to release records when access
> is guaranteed by both the Code and the Bylaws is not just a
> violation of the law. It defeats transparency and accountability,
> destroys faith in the board and management, and threatens the very
> existence of the organization and its license to operate a radio
> station.
>
> MCPB/KZYX is also a grantee of the Corporation for Public
> Broadcasting. The CPB requires a Community Advisory Board as a
> condition of funding. Here are the minimum requirements:
>
> “A. Each station that is not owned by a State, a political or
> special purpose subdivision of a State, or a public agency must do
> the following --
>
> 1. establish a community advisory board that is independent of the
> community
> licensee's governing body;
> 2. undertake good-faith efforts to assure that --
> a. its advisory board meets at regular intervals;
> b. the members of the board regularly attend the meetings of the
> advisory board;
> c. the composition of the community advisory board is reasonably
> representative of
> the diverse needs and interests of the communities served by
> the station.
>
> B. In addition, each licensee required to have a community advisory
> board must also permit the community advisory board to perform the
> following activities:
>
> 1. establish and follow its own schedule and agenda, within the
> scope of the community
> advisory board's statutory or delegated authority;
> 2. review the programming goals established by station;
> 3. review the community service provided by the stations;
> 4. review the impact on the community of the significant policy
> decisions rendered by
> the station; and
> 5. advise the governing board of the station whether the programming
> and other
> significant policies of the station are meeting the specialized
> educational and cultural
> needs of the communities served by the station. The advisory
> board may make
> recommendations to the governing board to meet those specialized
> needs.”
>
> “The station may exercise a reasonable degree of discretion in
> selecting advisory board members. The board should be reasonably
> representative of the diverse needs and interests of the communities
> served by the station. . . . The composition of the community
> advisory board must reflect its independent role, and may not
> include members of the station staff or governing body in anything
> other than an ex officio or administrative capacity.”
>
> The full regulations are available at http://www.cpb.org/stations/certification/cert3.html
> .
>
> For MCPB/KZYX to have a legitimate Community Advisory Board, it will
> need to add or replace members to ensure both independence from the
> board and representation of the diversity of the Community. It
> should also require the CAB to meet “at regular intervals” that are
> more than one private meeting per year. Otherwise it will appear to
> be nothing more than a rubber stamp for the Board and Management.
>
> The CAB itself needs to expand its outreach to make sure that it
> does, indeed, reflect the Community it represents. Properly noticed
> public meetings are a minimum. These could be run as caucuses or
> general assemblies using the Occupy model. Although this may seem
> intimidating at first to those who have not experienced it, the
> model allows the maximum of public expression while still
> maintaining order. During this process, the CAB must review the
> Station’s programming goals, community service, and the impact of
> significant policy decisions, as required by the CPB. It must then
> advise the Board of Directors if the Station is meeting the
> educational and cultural needs of the local Community.
>
> As the holder of a broadcast license issued by the FCC, MCPB/KZYX is
> a steward of the airwaves and thus subject to regulation. If the
> station is large enough, with at least five full-time employees,
> then it must abide by the employment policies of the Equal
> Employment Opportunity Act, including adequate outreach when filling
> positions. The recent complaint filed with the FCC alleges that the
> organization has failed on that point. However, by eliminating the
> full-time News Director position, the General Manager reduced the
> number of full-time employees to four and effectively removed all of
> the employment protections provided by federal law. This, again, is
> a policy decision that should have been made by the Board of
> Directors. The effect of the decision has been to increase the
> power of the General Manager to make personnel decisions without
> restriction or oversight, which has increased the perception that
> the General Manager and Management are unresponsive to the Community.
>
> Proposed Changes (Board Actions, Possible Bylaw Amendments)
>
> A. Membership Rights
>
> 1. Allow any Member to inspect and copy any and all records of MCPB/
> KZYX, other than confidential personnel records.
>
> 2. Send a written notice of the annual Membership meeting to all
> Members (likely with ballots in order to save postage while meeting
> time requirements).
>
> 3. Allow Members to put a Bylaw amendment on the annual ballot if
> they obtain the signatures of at least five percent (5%) of the
> Membership on a petition in support of the proposed amendment.
>
> 4. Respond to all Member questions at the Membership meeting and all
> Board of Directors meetings, as time allows.
>
> 5. Post online any sound/video recordings of any Membership or Board
> meeting.
>
> B. Programmers Rights
>
> 1. No Programmer shall be disciplined for expressing an opinion
> concerning MCPB/KZYX, its policies, and/or its operations.
>
> 2. There shall be no restrictions on communications between and
> among the Directors, the Management, and the Staff, except for
> confidential personnel matters.
>
> 3. Any disciplinary action taken by Management can be appealed to
> the Board of Directors.
>
> C. Directors Rights and Responsibilities
>
> 1. Rescind the recent policy change which restricts the oversight
> rights and responsibilities of Directors, individually and
> collectively.
>
> 2. Guarantee every Director absolute and total access to all records
> of the organization.
>
> 3. Guarantee freedom of communication between Directors and Staff.
>
> D. Community Advisory Board
>
> 1. Reconstitute/expand to guarantee independence and reflect the
> diversity of the community.
>
> 2. Hold regular public meetings.
>
> 3. Facilitate maximum public participation.
>
> 4. Use surveys that measure the favorability of each specific
> proposal.
>
> E. Staffing
>
> 1. Return all hiring/firing authority to the Board of Directors.
>
> 2. Restore full-time News Director position.
>
> 3. Abide by applicable EEOC employment regulations.
>
> 4. Require General Manager, Program Director, News Director, and
> Station Engineer to attend Director/Member meetings and respond to
> questions as time allows.
>
> Theoretically, all of these changes can be made by the Board of
> Directors. But some of them are so essential to the operation of
> the organization that the Members may wish to make them part of the
> bylaws, which would control future boards.
>
> Conclusion
>
> “MCPB is a membership-based organization dedicated to serving the
> entire community of Mendocino County and contiguous counties. The
> primary purpose of MCPB is to engage in providing high-quality,
> independent, community and public radio and other media products and
> services.”
>
> This is the Statement of Purpose and Governing Principles written in
> the original Bylaws some 25 years ago. It still applies today,
> perhaps more than ever. If the Directors and Members of MCPB/KZYX
> hope to fulfill this mission, they must take a close look at their
> current policies and procedures. Rather than being transparent and
> accountable, as envisioned by both the founders and the law, the
> organization has become closed and reactionary, doing whatever is
> necessary to support decisions made by only a few, or by one, that
> are perceived in the community as being arbitrary and capricious.
>
> A membership nonprofit that operates a community radio station with
> taxpayer money must be open and accessible. Otherwise, it will
> defeat the efforts of generations that have sought to make the
> airwaves a resource for the people. And it will fail. Only by
> making essential changes can MCPB/KZYX achieve its best destiny, to
> be a shining city on the hill for a county, and a nation, that so
> desperately need one.
>
> Dennis O’Brien
> November 2014
>
> _______________________________________________
> Kzyxtalk mailing list
> Kzyxtalk at lists.mcn.org
> http://lists.mcn.org/mailman/listinfo/kzyxtalk
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