[Kzyxtalk] Loyalty oath for board directors?

[King Collins]

Dear KZYXtalk, et. al.

Before responding to questions about the previous post (about the nonprofit code) here's the document, some have called a loyalty oath, that the board leadership want all the directors to sign:

MCPB BOARD OF DIRECTORS RESPONSIBILITIES
1. Actively serve the mission of MCPB as a community-supported radio station, and not that of a constituency, issue, special interest inside or outside of MCPB, or a personal agenda.
2. Give time, energy and special skills generously to MCPB e.g. for board meetings, board communication, committee work, fundraising, special events, public outreach.
3. Motivate others to support MCPB by giving their time and/or resources.
4. Act in an honest and responsible manner, keep an open mind and strive to make the best decisions for everyone involved.
5. Keep confidential information confidential.
6. Be respectful to board members, staff, programmers, volunteers, members and the public.
7. Do nothing to violate the trust of those that elected or appointed me to the board.
8. Not use my board service for my personal advantage or for the advantage of others.
9. Never exercise authority as a board member except when acting in a meeting with the full board or in a function the board delegates me to.
10. Never undermine the authority of the General Manager with the staff or volunteers of MCPB and keep out of management issues except as they appear before the board.
11. Become familiar, prior to taking office, with the MCPB Bylaws, Policies and Procedures, Board Member Handbook and other materials given to me as part of my board member orientation. 
12. Participate in board member orientations, Board of Directors' meetings, committee work, retreats, board training and other board-related events. I understand that missing three consecutive board-related meetings shall be cause for dismissal from the Board.
13. Study all materials distributed in advance of a meeting and respond in a timely and effective manner to requests for feedback, including the ability to send and receive email documents.
14. Accept and perform in a responsible, timely manner assignments from the board, Members of the Executive Committee or from the chair of a committee that I am a member of.
15. Represent MCPB members to the Board of Directors, and represent the Board to the membership and not take board actions without the approval of the full board.
16. Set policies and procedures for MCPB, including by-law changes as needed.
17. Help develop, approve and oversee long-range planning for MCPB, and review implementation of long-range planning on a regular basis (annual or semi-annual)
18. Oversee MCPB's financial health and ensure the organization has adequate finances and money is responsibly spent, e.g. by reviewing and approving the annual budget, reviewing the budget every quarter and approving all major budget modifications.
19. Select, oversee, evaluate, and when necessary replace the general manager, who is accountable to the Board of Directors. This includes:

•Review of the general managers operational report at every board meeting
• Quarterly review of the station budget and membership development activities
• Other reviews as determined necessary by the board to ensure the long-term health of MCPB and compliance with FCC regulations and all applicable regulations and laws.
20. Assist the general manager and staff with fundraising activities, e.g. pledge drives or events.
21. Be evaluated annually by the board for atten­dance, effectiveness and participation.
22. Submit Disputes with MCPB or its representatives or employees to mediation,

* * * * * * * * * * * * * * *

Privious post: 

Dear KZYXtalk, and others,

I have received a communique from The legal section of KZYX Members for Change, also known as "Doug's group." The language is arcane but the patient reader will be able to understand it, maybe. I have checked the legal references and they appear to be valid. 
--king collins

Here is the text of the communique: 

========= beginning of KXmfb underground communication ==========

Status: URGENT 
Distribute before 6pm, May 5 Board of Directors meeting, SPACE theater, 508 W. Perkins St. Ukiah

All dissenters should acquaint themselves with the California Nonprofit Corporation Code, particularly sections 5210, 5231, 6333 and 6334, which have to do with the legal rights and responsibilities of board members of KZYX. The California Corporations Code supersedes any board policy, even the bylaws. 

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. 

5231. (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner that director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

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.

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.

Save this communique. Analysis will follow. 
The entire Ca. Corporation Code can be found at 
http://www.leginfo.ca.gov/.html/corp_table_of_contents.html

========= end of KXmfb underground communication ==========








__________________________________________________________
__________________________________________________________
The Mendocino Community Network (MCN) provides the MCN Discussion list.
Use of the list is subject to the terms of service at
http://www.mcn.org/email/dtos.html
TO UNSUBSCRIBE from this list send an email to  discussion-leave at lists.mcn.org
(To complete the process you must reply to the email you receive in response)
For listserv technical problems please contact:  listmanager at mcn.org