[Kzyxtalk] Memo of the Day -- Reminding the MCPB Board of AB 1233

[sako4 at comcast.net]

----- Forwarded Message -----

From: sako4 at comcast.net 
To: "kzyxboard" <kzyxboard at lists.mcn.org> 
Sent: Sunday, January 25, 2015 2:30:11 PM 
Subject: [KZYX-Board]- two agenda items -- second request 

January 25, 2015 

Dear Stuart Campbell, MCPB Board Vice Chair: 

Two days ago, I wrote to you. Since that time, I have not received confirmation that the two agenda items cited in my letter are, in fact, on the agenda for our next Board meeting in Fort Bragg on February 2. 

Both items are of extreme importance: 1.) a finding of fact by the FCC which could result in the loss of MCPB's two licenses, and 2.) my impending complaint to the CPB's Inspector General for being denied due process per MCPB's Policy Handbook which could result in delayed funding, or the termination of funding, by the CPB. 

As a Board member, I have every right to place items on the agenda. Indeed, Mr. Campbell, I have a fiduciary duty to place these items on the agenda. 

Please confirm. Thank you. 

Also, because the above two items are of extreme importance to the continuing operation of MCPB, I want to remind the entire MCPB Board of Directors of its fiduciary duty as directors of a nonprofit corporation. Specifically, I want to remind the Board of California law as it pertains to negligence lawsuits, if the Board fails to perform its fiduciary duty. 

California AB 1233 amended several provisions of Nonprofit Corporation Law. Since AB 1233 became effective on January 1, 2010, volunteer directors and officers are immune from negligence lawsuits, if, and only if, the nonprofit corporation’s insurance policy covers the type of claim made against these persons. 

The law provides volunteer directors and officers of nonprofit corporations immunity from lawsuits for monetary damages where the alleged negligent acts or omissions (i) arise out of those individuals’ exercise of policy-making judgment as officers or directors and (ii) are made in good faith and in the best interests of the corporation. However, this immunity applies only if (i) the claim can also be made directly against the corporation, (ii) the corporation maintains a liability insurance policy that covers the claim, and (iii) the policy is found to cover the damages. 

Previously, the law required a general liability insurance policy that was in force at the time of the injury and at the time of the claim is made to qualify a volunteer director or officer for immunity from suit. 

However, general liability insurance policies often do not cover employment-related or other claims that are brought against directors and officers. 

Instead, these claims are usually covered by directors and officers liability policies or employment practices liability policies. 

This change in the law allows nonprofit corporations with such coverage to assure their volunteer directors and officers that this statute provides the liability protection they expect. 

As a nonprofit corporation, MCPB's Board should carefully review MCPB's insurance policies to determine what types of claims they cover and consider revising our coverage as necessary. 

I believe this is especially important, because the Board may be liable for any violations arising from employment claims related to the FCC letter dated January 15, 2015, and signed by Peter H. Doyle, Chief, Audio Division, Media Bureau, at the FCC. 

I can easily see someone suing MCPB for failing to advertise and post the position of News Director at KZYX/KZYZ, as required by EEOC regulations, but instead hiring an "insider", Paul Lambert, who not only hosts a show at our station but who now also sits on the MCPB Board. This is not to fault Mr. Lambert. The fault rests solely with station management. 

Put another way, wouldn't our station's past news anchor, Christina Aanestad, or another such highly qualified person, applied for the job had she or he known about it? And wouldn't, therefore, a plaintiff's attorney easily argue a theory of legal liability based on the fact that MCPB's Board failed to supervise station management? 

Yours very truly, 


John Sakowicz 
MCPB Board of Directors (2013-2016), Board Treasurer (2014) 

c/c Peter Doyle; Colin Andrews and Melodie Virtue; Joel Cohen; Mary Mitchelson 
----- Forwarded Message -----

From: sako4 at comcast.net 
To: "kzyxtalk" <kzyxtalk at lists.mcn.org> 
Sent: Friday, January 23, 2015 3:04:53 PM 
Subject: [Kzyxtalk] Fwd: [KZYX-Board]- two agenda items 


Subject: [KZYX-Board]- two agenda items 

January 23, 2015 

Dear Stuart Campbell, MCPB Board Vice Chair: 

I understand that you are coordinating our next Board meeting. 

I have important news to report. The FCC just wrote to me in a letter dated January 15, 2015. Apparently, the FCC made a finding of fact that, indeed, as I alleged, the MCPB violated EEOC laws by hiring Paul Lambert in 2011 without posting or advertising the job. 

MCPB has 15 days to respond to the finding...or we will lose our licenses. 

The letter is addressed to MCPB legal counsel, Colin Black Andrews and Melodie Virtue, at Garvey, Schubert & Barer, and is signed by Peter H. Doyle, Chief, Audio Division, Media Bureau, at the FCC. 

Sheila Dawn Tracy, Mary Massey, and the others who filed similar FCC complaints objecting to the renewal of MCPB's licenses pending a change in management, should also have a copy of the same letter I received 

I would like to see this item placed on the agenda for our next Board meeting. 

I have a second item I would like to see placed on the agenda. 

Because I have been denied due process in the appeal of my suspension as a host and producer of a popular public affairs show of more than six years at KZYX and KZYZ due to a trumped up violation, I will soon be complaining to the Inspector General's Office of the CPB, as I have been encouraged to do by others at the CPB. 

The gist of my complaint will be that I have been denied due process by MCPB Chair Eliane Herring's repeated insistence that my appeal can only be heard by MCPB General Manager, John Coate, and Program Director, Mary Aigner, when, in fact, my grievance is directed at Coate and Aigner. 

I have suggested that my grievance be heard by the CPB Ombudsman, Joel Cohen, or another such objective, third-party upon which Coate, Aigner, and myself, and our respective attorneys, can mutually agree. I would also like to have my grievance hearing videotaped. 

The important thing is that the person hearing my grievance be external to KZYX...somone fair and impartial. 

Again, I will be making the case that I was removed from the air solely because I complained to the FCC in my capacity as a KZYX Board member and as former Board Treasurer. 

My FCC complaint voiced my concerns about the following: misappropriation of funds (more than $10,000 stipulated for a Ukiah studio is missing); obfuscation of financial reporting (line items are not consistent across the station's three financial reports -- the GM's Annual Report, the IRS Returns, and the Audit); the frequent and predictable failure of the station's Korean War-era broadcast equipment; the failure of staff to be present on station premises during business hours; the failure of station management to comply with EEOC regulations; the failure by staff to disclosure staff salaries and other financial data; and the meddling in Board election by station management. 

Again, Mr Campbell, I have two agenda items. One, the FCC letter. And, two, my impending complaint to the CPB regarding no due process for my grievance hearing as required and described in station's Policy Handbook. 

I do not consider this letter from the FCC a privileged communication. I waive confidentiality. I strong believe MCPB Board business should be public business. We are, after all, a presumably public radio station, and I strongly object to our current practice of secrecy in Board business. 

Thank you. 


John J. Sakowicz 
MCPB Board of Directors (2013-2016), Board Treasurer (2014) 

c/c Peter Doyle; Colin Andrews and Melodie Virtue; Joel Cohen; Mary Mitchelson 




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