[Kzyxtalk] Formal Challenge to Election of Programmer-Director

[Doug McKenty]

From what I have read, the programmer-director seat has been elected by the programmers since the beginning of MCPB's existence. I believe a thorough reading of the bylaws and election policy will confirm this. 

Doug 

Sent from my iPhone

> On Apr 22, 2016, at 12:52 PM, <dennisobrien at sharejerusalem.com> <dennisobrien at sharejerusalem.com> wrote:
> 
> TO THE DIRECTORS OF MENDOCINO COUNTY PUBLIC BROADCASTING (aka KYXZ&Z)
> 
> This writing constitutes a formal challenge to the election of a Programmer-Director in the recent election of directors for Mendocino County Public Broadcasting (MCPB).  The Programmer-Director was elected only by a vote of the Programmers, not the Members.
> 
> The Directors of a membership nonprofit corporation are elected by the Members.  According to our Bylaws, MCPB has only one class of Members.  Although it may be possible for the Members of a nonprofit to create another class of membership, or create some other mechanism for the election of a director, I can find no record of the Members of MCPB ever doing so.  It appears instead that the Board of Directors changed the bylaws on its own authority to create the Programmer-Director seat, as old documents refer to the election of four At-Large Directors instead of the current three.
> 
> In creating the Programmer-Director seat, the Board reduced the right of the Members to directly elect all of the directors.  Under the California Corporations Code, only the Members can reduce the rights of the Members.  Therefore the action of the Board of Directors to change the Bylaws is invalid.  Consequently, the recent election of a Programmer-Director is also invalid.
> 
> If the Board can provide documentation that the Programmer-Director position was approved by a vote of the Members, then I will accept that decision.  Otherwise, I will continue to assert the right of the Members to elect all of their Directors
> 
> The Board of Directors will meet at the annual Membership Meeting in May to confirm and seat the new board members.  Please address this issue by then.  If the Board of Directors confirms the election of a Programmer-Director without providing documentation that the procedure was approved by a vote of the Members, then I will file an action in Superior Court to force the removal of the Programmer-Director, with the position to be filled as an At-Large seat in the next election.
> 
> Thank you very much for giving this matter your immediate and urgent attention.  The Corporations Code and our Bylaws allow only a limited time for resolving such a challenge.
> 
> Sincerely,
> 
> Dennis O'Brien
> 
> [Sent to MCPB Board of Directors April 22, 2016]
> 
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