[Kzyxtalk] Formal Challenge to Election of Programmer-Director

[Tim Gregory]

denny, perhaps you should 'hate the player, not the game'.

the PED [programmer elected director], however enfranchised, can only advocate as a
programmer, and must never make decisions favoring programmers over the interests of
mcpb.

what do you hope to accomplish?
---


>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]
>
> _______________________________________________
> Kzyxtalk mailing list
> Kzyxtalk at lists.mcn.org
> http://lists.mcn.org/mailman/listinfo/kzyxtalk

_______________________________________________
Kzyxtalk mailing list
Kzyxtalk at lists.mcn.org
http://lists.mcn.org/mailman/listinfo/kzyxtalk