[Kzyxtalk] Formal Challenge to Election of Programmer-Director

[Scott Peterson]

This challenge makes perfect sense to me.
The only bylaws for MCPB that I've ever seen are the ones on the KZYX website here:
http://www.kzyx.org/images/pdf/MCPBBYLAWSAdopted12July2010.pdf
These bylaws are neither signed, nor certified. They're dated July 12, 2010. As Mr. O'Brien 
points out here, they created a second class of both membership and director. With 
a material impact on the rights of charter MCPB members.
Because of the date, these bylaws should have been filed with the 2011 Form 990. As an 
amendment to the original bylaws. But they were never filed. Notice the response to 
item 4 on page six of the Form 990 here:
http://207.153.189.83/EINS/680050440/680050440_2011_08e6d520.PDF
No significant changes were made to the organization's governing documents. Because 
they were never ratified by MCPB's general membership. And these so-called bylaws 
were never filed with the Registry of Charitable Trusts. Nor have any ever been filed:
http://rct.doj.ca.gov
There's a second problem with the creation of a special programmer director position 
on MCPB's board of directors. Obviously, such a director wouldn't be able to vote on 
a significant number of issues brought before the board. And non-voting directors were 
outlawed by AB 2755. Effective January 1, 2015 here:
http://www.leginfo.ca.gov/pub/13-14/bill/asm/ab_2751-2800/ab_2755_bill_20140324_introduced.pdf
So even if that position was legitimate in 2010, it isn't anymore.
The only place I've seen were the 2010 bylaws were approved are at the minutes here:
http://www.kzyx.org/images/pdf/mtg_minutes/KZYX&Z%20Board%20Minutes%207-12-10.pdf
Notice the attendance stated in the third paragraph; 'and members of the public'. I don't see any 
representatives of the general membership. Not one. And look at Item 7 at the bottom of page 3.
Where the 'By-Laws Amendment was unanimously approved by the Board.' Without the consent 
of anyone else.
It's a nice piece of theatre. But not much else in my book.




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