[Kzyxtalk] Members demand KZYX records; cite Corporation Code

[nsi at mcn.org]

bravo! --beth bosk 

----- Original Message -----
From: "King Collins" 
To:
Cc:"Parents for Peace" 
Sent:Thu, 11 Jun 2015 09:08:18 -0700
Subject:[Kzyxtalk] Members demand KZYX records; cite Corporation Code

The following was sent to the Board and management of KZYX. It is a
formal demand to see and copy all records since 2007 to the present
including financial records, programming costs, Ukiah studio funds,
the membership list, and other records listed below. The California
Corporation Code is cited in support of the demand which is signed by
five members, including 3 who are or have been Board members and one
former County Supervisor.
* * * * * * * * * * * * * * * * * * * *
Stuart Campbell,
President                               
        June 9, 2015
Mendocino County Public Broadcasting
P.O. Box 1                                Via
Registered Mail
Philo, CA 95466

John Coate, General Manager
KZYX&Z
P.O. Box 1
Philo, CA 95466

Re: Demand for Inspection and Copying of Records by Director and
Members

Messrs. Campbell and Coate:

This letter is addressed to you in your official capacities with
Mendocino County Public Broadcasting, aka KZYX
(2) Obtain from the secretary of the corporation, upon written demand
and tender of a reasonable charge, an alphabetized list of the names,
addresses, and voting rights of those members entitled to vote for
the election of directors, as of the most recent record date
for which it has been compiled or as of a date specified by the
member subsequent to the date of demand. The demand shall state the
purpose for which the list is requested. The membership list shall be
made available on or before the later of 10 business days after the
demand is received or after the date specified therein as the date as
of which the list is to be compiled.

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.

6310.  If any record subject to inspection pursuant to this chapter
is not maintained in written form, a request for inspection is not
complied with unless and until the corporation at its expense makes
such record available in written form. For the purposes of this
chapter "written" or "in writing" also includes cathode ray tube and
similar electronic communications methods.

6311.  Any inspection under this chapter may be made in person or by
agent or attorney and the right of inspection includes the right to
copy and make extracts.

6312.  Any right of inspection created by this chapter extends to
the records of each subsidiary of a corporation.

6313.  The rights of members provided in this chapter may not be
limited by contract or the articles or bylaws.

The purpose of the demand by the members is to review all financial
transactions and data, and all membership and voting records and
data, from the year prior to the employment of the current general
manager, Mr. John Coate, up to and including the date of inspection,
as there has been inadequate oversight by the board of directors
concerning finances, memberships, and elections during his tenure. 
The membership has a legitimate interest in the financial affairs of
the corporation and the integrity of the voting rolls and election
process.

Please note that assurances by the board that there has been adequate
oversight, or the provision of summaries, will not be reasonable
alternatives to inspection and copying.  Please also note that the
right of a director to inspect and copy records is absolute, and does
not require a statement of purpose.

Mr. Sakowicz and the members signing below may be assisted by others,
as is also authorized by the Code:

6311.  Any inspection under this chapter may be made in person or by
agent or attorney and the right of inspection includes the right to
copy and make extracts.

By their signatures below, Mr. Sakowicz and the participating members
hereby authorize such agency.

The records being demanded for inspection include, but are not
limited to:

1) Certified Audits, 2007 through the present, along with the names,
addresses, and contact information of all CPA's, listed by year, who
conducted the Audits;
2) List of KZYX Audit Committee members from 2007 through present,
i.e., who sat on the Audit Committee each year;
3) All Quarterly Financial Statements, January 2007 through present;
4) All underwriting revenue, both cash and in-kind, 2007 through
present;
5) All Letters of Credit from 2007 to June 2015;
6) All bank statements and cancelled checks, 2007 to June 2015;
7) Contracts and total funds paid out to Independent Contractors,
with Name/Address of Contractors, 2007 through 2015;
8) Total salaries paid to each employee for each year, 2007 through
present;
9) Amount paid for benefits for each employee for each year, 2007
through the  present;
10) All records pertaining to Restricted Funds, e.g., the Ukiah
Studio Restricted Funds, including identifying how those funds have
been used;
11) Valuation of the Business, Assets vs. Debts, beginning with 2007
through the present;
12) List of all Equipment Purchases by year with invoice
documentation;
13) Any documentation for Individual Wills and Bequests making KZYX
the beneficiary;
14) Total dollars pledged; defaulted pledges by year from all Annual
On Air Fund drives; total number of Members per year to reflect the
Total Dollars Pledged/or Defaulted; and any donations beyond
memberships, including Anonymous Gifts, during and/or outside the on
air drives, all from 2007 through 2015;
15) Actual Fund Raising dollars spent to raise money for pledge
drives for 2007 through 2015;
16) Complete listing of Program Information and Promotional dollars
spent, 2007 through 2015;
17) Complete listing of what is included in Programming and
Production, 2007 through 2015, including the specific cost of each
NPR program for each year;
18) Complete listing of what is included in Fundraising and
Membership Development, 2007 through 2015;
19) Complete listing of Underwriting and Grant Solicitation expenses,
2007 through 2015;
20) Listing of all Special Events, Expense vs. Income by Event, 2007
through 2015;
21) Listing of all CPB Grant money by year, 2007 through 2015;
22) Listing of all Other grant money by year, 2007 through 2015;
23) Complete list of professional conferences attended and who
attended, with total dollars spent on professional conferences, 2007
through 2015;
24) List of specific money set aside for Capital Improvements each
year, 2007 through 2015;
25) List, by year, all utility costs outside of On-air Drives,
meaning normal day to day costs;
26) All insurance records, including all correspondence and any
payments by the insurer;
27) Total dollars spent on Board Retreat, Legal Fees, etc, for
implementation of the 2002-2006 Long Range Strategic Plan;
28) The current standard contract between the station and the
programmers;
29) All evaluations of the general manager, 2007 through 2015; and
30) An alphabetized list of the names, addresses, and voting rights
of those members entitled to vote for the election of directors,
currently and as of January 31, 2015.

Date of Inspection: The Corporations Code allows a maximum of 10 days
for the collection of the records demanded.  We intend to come to the
corporate headquarters, aka the Philo station, on Saturday, July 11. 
Please have all records of MCPB/KZYX&Z available at that time, or
provide copies of records (paper or electronic) beforehand.  Even if
certain records (e.g., personnel) are not available to the members,
they are subject to inspection by the director.

Please note that the above list is for example only and does not
limit the demand for all records.  Please also note that a failure
to present any of the requested items does not relieve you of the
duty to make any and all of the other requested items available for
inspection and/or copying.  We are not asking you to create any
summaries.  But we do want access to all of the documents that are
related to the above list, including any existing summaries, as part
of the inspection of all records from 2007 to the date of
inspection.  Per Section 6310, please provide a written or
electronic copy of all requested records if they are not readily
accessible or impractical to review onsite.

Since this is a concurrent request from both a director and other
members, please send confirmation that all the requested records will
be ready for inspection to the following email addresses:

sako4 at comcast.net [1]

dennisobrien at sharejerusalem.com [2]

Thank you very much for your prompt and serious attention to this
matter.

Sincerely,

John Sakowicz, Director, Mendocino County Public Broadcasting

Doug McKenty, Member & Former Director

King Collins, Member font-size:16px;">
Norman L. de Vall, Member font-size:16px;">
* * * * * * * End of Demand Letter * * * * * * * * * *
 

Links:
------
[1] mailto:sako4 at comcast.net
[2] mailto:dennisobrien at sharejerusalemcom

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