[Kzyxtalk] Formal Challenge to Election of Programmer-Director

[Dr Richard Louis Miller]

My hero!

Richard Louis Miller, M.A., Ph.D.
Clinical Psychology
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On Fri, Apr 22, 2016 at 12:52 PM, <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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>
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