[Kzyxtalk] [Fwd: Re: OFFLIST Re: Formal Challenge to Election of Programmer-Director]

Sat Apr 23 11:56:51 PDT 2016

Just to chime in with Doug here. I don't know of anyone out to hurt KZYX.
That's certainly not my purpose here. If anything, I'd to help like the 
current board of directors to become more self-aware. Particularly about 
KZYX's financial picture. According to licensed accountants.
So I put this table together:
http://theava.com/wp-content/uploads/2016/04/kzyx_financial_history_160413.pdf
Last year, KZYX went through $80,000 in net assets. As of June 30, 2015,
there was only $78,446 left. That's according to an audit.
Even if one averages KZYX's 'burn rate', there's not much time left before 
KZYX becomes insolvent. 
And if CPB pulls KZYX grant funding over non-compliance issues, the 
situation will only get worse.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 

Tim,

You and anyone else in this community who care about KZYX should be helping those of us who have attempted to educate the board about the simple legal protocols involved in operating a membership non-profit. 

After three years of trying, the board seems more interested in fighting those of us trying to help them than fixing the issue. They cannot even follow Roberts Rules of Order at their meetings.  

After I went public with the myriad of issues including not following the bylaws or policies set by past boards, the board at least chose an election coordinator and started the CAB. This was a bare minimum and since then they have done next to nothing to address the real problems. 

Now this guy Scott Peterson is looking into the workings of MCPC, which was bound to happen a some point. He is finding out all of the issues I warned the board about three years ago and is going public, again. 

While many were upset when 5 members of the public went to the FCC, I told the board that the governance infractions were not the jurisdiction of that agency, the real threat will come when somebody decides to go to the CPB.  Then they will lose the funding the station has become dependent upon as community support for the station has continued to dwindle for the past decade. 

If you care about the station, please petition the board to follow, or alter, the bylaws and policies outlined in its legal documents. If they continue to pretend this is not a serious issue, I fear the organization will not last much longer. 

Doug

Sent from my iPhone

> On Apr 23, 2016, at 9:45 AM, Tim Gregory <tgregory at saber.net> wrote:
> 
> --------------------------------- Original Message ---------------------------------
> Subject: Re: OFFLIST Re: [Kzyxtalk] Formal Challenge to Election of Programmer-Director
> From:    "Tim Gregory" <tgregory at saber.net>
> Date:    Sat, April 23, 2016 9:39 am
> To:      eric.sunswheat at gmail.com
> ------------------------------------------------------------------------------------
> 
> Since Denny's taking his time not replying to a question, maybe you'd care to help a
> moron to understand what good will come of this. Unless this your club page, or
> something...
> ---
> 
> 
> 
> 
> Are you talking bull again, what a moron..
> 
>> On Fri, Apr 22, 2016 at 1:25 PM, Tim Gregory <tgregory at saber.net> wrote:
>> 
>> 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
>> 
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> 
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