[Kzyxtalk] Campbell Response

Fri Jun 26 13:43:10 PDT 2015

Hope this is more readable.
    ----- Forwarded Message -----
  From: Stuart Campbell <thales1104 at comcast.net>
 Sent: Tuesday, June 23, 2015 6:05 PM
 Subject: June 9, 2015 Demand for Inspection

June 23, 2015       John Sakowicz Doug McKenty King Collins Norman deVall Dennis O’Brien    Gentlemen:    We are in receipt of your letter of June 9, demanding inspection of various records and asking various questions.  We reply as follows:    1.         The right of a member to inspect and copy records is limited to a narrow set of documents under Section 6330 of the California Corporations Code.  Most of the 30 categories of records listed in the letter are not ones that the Corporations Code gives a member the right to copy and inspect.    2.         Under Section 6334 of the Corporations Code, the right of a Director to inspect and copy records extends to all books, records and documents of every kind.  Mr. Sakowicz is a Director.  None of the other signatories to the letter is a Director.  Accordingly, Mr. Sakowicz, and only he, has the right to demand inspection of the documents in most of the listed categories.  We are aware that a Director may make an inspection personally, or he may send an agent or attorney to make the inspection and copy the documents if he chooses not to make the inspection himself. Corp. Code § 6311.  If Mr. Sakowicz chooses to send an agent or attorney in his stead, that agent or attorney may inspect and copy records instead of Mr. Sakowicz. We will require the agent or attorney to sign a non-disclosure agreement promising not to reveal confidential information except to a person who has also signed a  non-disclosure agreement.    3.         Nothing in the Corporations Code requires managers or Directors to create records that the corporation does not maintain.  The Corporations Code provides for inspection and copying of existing records.     4.         This is not the first request from Director Sakowicz to inspect and copy KZYX records.  In October 2014 Mr. Sakowicz sent then Board President Eliane Herring an e-mail requesting to inspect and copy records that pertained to nine separate questions.  In response to that e-mail, KZYX spent considerable time and resources to (1) determine if it had documents responsive to Mr. Sakowicz’ s questions; (2)  assemble the requested categories of documents; and (3) respond to Mr. Sakowicz outlining the documents in KZYX’s files that would be responsive and offering  them up for copying and inspection.  Copies of that correspondence are attached.  Mr. Sakowicz has not yet followed up on his demand and has not yet reviewed the documents gathered by KZYX.  This leads KZYX to question whether his request was made in good faith.    5.         This is also not the first request from Mr. Collins and Mr. O’Brien to KZYX based on alleged rights of inspection pursuant to the Corporations Code.  In July 2013 Mr. Collins sent a request for access to the members list.  KZYX responded to that request with a detailed letter on July 19, 2013, outlining a process by which that access could be obtained.  Formulating a careful response took KZYX considerable time and effort – time and effort that it could not spend on fundraising, attention to station infrastructure, or recruiting new programmers.  A copy of that letter is attached.   On January 19, 2015 Mr. O’Brien made a request for access to the members list.  KZYX sent a response to that request on February 1, 2015 and distributed a copy of the response at the Board meeting on February 2, 2015.  A copy of that response is attached.  Because of the complex interplay between the Corporation for Public Broadcasting rules and the Corporations Code, it took KZYX considerable time and effort, including engaging an outside attorney, to formulate a legally correct response to Mr. O’Brien’s request.  Again, that was time KZYX could not spend on fundraising and other productive activities.  Neither Mr. Collins nor Mr. O’Brien has ever followed up to take advantage of the process offered by KZYX.  This leads KZYX to question whether these requests were made in good faith.    6.         As you know, John Coate has resigned his position as Executive Director and General Manager effective July 1, 2015.  The station will need to rely heavily on him to assist in the transition before his last day.  Due to his impending departure, and the fact that he is the person with the best understanding of where and how KZYX records are maintained, it will be physically impossible for KZYX to deal with the extraordinary and burdensome demands in your June 9 letter in the near term.  We must recruit and train a new ED/GM and, at the same time, keep the station running.  As such, we are forced to put your request aside until we have hired a new ED/GM, and that person has had a reasonable amount of time on the job, at least 4 weeks, to get up to speed.  Then we will substantively respond to your requests, and provide access to records as appropriate. At such time as we have the resources to respond to this most recent request and its 30 categories of documents/information, we anticipate that it will again take us considerable time and effort to make a proper response and to gather the records.      7.         In the meantime, we stand by the offer made to Mr. Sakowicz on December 10, 2014 to inspect and copy certain documents responsive to his October 2014 request.  Once Mr. Sakowicz reviews the records he has already requested and that KZYX has already spent considerable time gathering, then he can assess what records, if any, he still wants to see.  In other words, the results of his first document request may inform any subsequent document requests.      8.         We think it not insignificant that Mr. Sakowicz has openly stated that his goal is to bring the station down.  He openly undercuts that station’s fundraising efforts (with his slogan “Starve the Beast”), and he has written numerous letters to local newspapers attacking the station.  Based on Mr. Sakowicz’ lack of follow-through on his document request last fall, we have a strong concern that the current request may just be another exercise in harassment and intimidation, intended to distract and demoralize KZYX.  We hope that is not the case.    9.         Finally, we note that one of the signatories to the June 9th letter, Dennis O’Brien, has offered to drop his demand to inspect and copy if the board/management adopts certain proposals he has put forth.  While we cannot promise to adopt Mr. O’Brien’s proposals immediately, we are open to considering them as part of the Board’s Committee on Bylaws and Policies.  That Committee will evaluate them and potentially present them, as refined by the Committee, to the full Board for further consideration and possible adoption.  The Committee will communicate directly with Mr. O’Brien as part of its process.                                                                            Very truly yours,                                                                               Stuart Campbell                                                                           President, MCPB Board of Directors

-------------- next part --------------
An HTML attachment was scrubbed...
URL: http://lists.mcn.org/pipermail/kzyxtalk/attachments/20150626/6d8fe8d9/attachment-0001.html 
-------------- next part --------------
A non-text attachment was scrubbed...
Name: Collins Response letter final.docx
Type: application/vnd.openxmlformats-officedocument.wordprocessingml.document
Size: 19972 bytes
Desc: not available
Url : http://lists.mcn.org/pipermail/kzyxtalk/attachments/20150626/6d8fe8d9/attachment-0004.bin 
-------------- next part --------------
A non-text attachment was scrubbed...
Name: O'Brien Member Mailing Response Final-2.docx
Type: application/vnd.openxmlformats-officedocument.wordprocessingml.document
Size: 25743 bytes
Desc: not available
Url : http://lists.mcn.org/pipermail/kzyxtalk/attachments/20150626/6d8fe8d9/attachment-0005.bin 
-------------- next part --------------
A non-text attachment was scrubbed...
Name: October 24, 2014 Records Inspection Demand Letter by John Sakowicz.docx
Type: application/vnd.openxmlformats-officedocument.wordprocessingml.document
Size: 17800 bytes
Desc: not available
Url : http://lists.mcn.org/pipermail/kzyxtalk/attachments/20150626/6d8fe8d9/attachment-0006.bin 
-------------- next part --------------
A non-text attachment was scrubbed...
Name: Response to John Sakowicz 12-9-14 FINAL.docx
Type: application/vnd.openxmlformats-officedocument.wordprocessingml.document
Size: 54347 bytes
Desc: not available
Url : http://lists.mcn.org/pipermail/kzyxtalk/attachments/20150626/6d8fe8d9/attachment-0007.bin 