[Kzyxtalk] Committees, Minutes, Records
sako4 at comcast.net
sako4 at comcast.net
Thu Jun 2 16:49:58 PDT 2016
Thank you, Dennis.
----- Original Message -----
From: dennisobrien at sharejerusalem.com
To: "Clay Eubank" <clayeubank at gmail.com>, mkathrynmassey at gmail.com, "Peter Kafin" <law at kafin.name>, "Scott Peterson" <scottmartinpeterson at hotmail.com>
Cc: "John Arteaga" <johnarteaga110 at gmail.com>, "jim sweeney" <jim.sweeney at pressdemocrat.com>, suspiry at gmail.com, "Jenness Hartley" <bronzegold at gmail.com>, "Marco McClean" <memo at mcn.org>, "KZYX LIST" <kzyxtalk at lists.mcn.org>, "Dennis''OBrien" <dennisobrien at sharejerusalem.com>, "Richard L Miller" <radio at mindbodyhealthpolitics.com>, "Stuart Campbell" <scamp1104 at comcast.net>, "themaj" <themaj at pacific.net>, "richard miller" <drrichardlmiller at gmail.com>, "bruce anderson" <friscobruce at gmail.com>, "Meg Courtney" <mcourtney1 at mcn.org>, pgullixson at pressdemocrat.com, "Lorraine Dechter" <ldechter01 at gmail.com>, "Benj Thomas" <ukiahguy at yahoo.com>, "Bob Page" <bobp at airportclub.com>, "Stuart Campbell" <gm at kzyx.org>, "clay" <clay at visionguild.com>
Sent: Thursday, June 2, 2016 12:53:47 PM
Subject: [Kzyxtalk] Committees, Minutes, Records
The Bylaw section cited by Mr. Peterson applies only to Board meetings. However, the Board of Directors Policies and Procedures require minutes to be kept of all Committee meetings. There are three sections of the P&P that are relevant: Accountability, Record Keeping, and the hiring of the General Manager, which are copied below. In general, Members have the right to attend any Board meetings (and apparently any Committee meetings), to ask questions and make comments, and to have access to the minutes of those meetings. However, there is a big exception for personnel matters, which is acknowledged by both state law and federal regulations. My own opinion is that the meetings and minutes of the Personnel and Hiring Committees fall into that exception.
Although Mr. Campbell selected the chair of the Hiring Committee, had access to confidential information, and broke his promise not to seek the GM position, he ultimately was not chosen. Even though his own actions are suspect, it would be difficult to conclude that the Committee's decision was improperly influenced by him.
In my Notice of Intent to Sue, I mistakenly suggested that changes in the Bylaws must be reported to the California Secretary of State. This is incorrect. Only changes to the Article of Incorporation need to be reported.
Hopefully this clarifies the rights and responsibilities of both the Board and the Members regarding such matters.
Dennis
3 ACCOUNTABILITY
3.1 Access:
It shall be the policy of the Board to allow open access to financial records, program
plans and other documents describing and related to the operations and works of KZYX & KZYZ to
anyone who expresses interest. Requests must be made during regular business hours (M-F, 9-5).
Copies may be made provided that the person so requesting pay nominal copy costs. Excluded from
this policy are personnel records, financial donations where the donor requires anonymity, and
other sensitive information which may come up from time to time which if publicly known might
adversely affect the outcome of sensitive negotiations.
3.2 Documentation:
Minutes shall be kept of all meetings of the Board of MCPB and be available to anyone desiring
copies, providing that they pay nominal copy costs. Request shall be made during normal business
hours.
3.3 Meetings:
All meetings shall be open to anyone who wishes to attend. A portion of each business meeting
shall be set aside for public questions and commentary. It shall be the policy of the Board to
allow commentary as early in the agenda as possible. The Board reserves the right to hold closed
portions of public meetings to conduct personnel or other sensitive business. Meetings will
be noticed on-air at least 5 days before said meeting. A written notice shall be posted at the
station in a conspicuous place at least 5 days before any meeting.
4 RECORD KEEPING
4.1 Bookkeeping:
Accounting records shall be kept on the accrual basis and maintained in accordance with policies
and procedures established by the Corporation for Public Broadcasting and generally accepted
accounting practice.
4.2 Minutes:
Minutes shall be recorded for all Board and Committee meetings, and Annual Membership Meeting and
any other meeting which the Board shall deem necessary. Minutes shall contain: name of group,
date, time and place of the meeting, names of Board members, regrets and absent, names of staff in
attendance and consist of three parts: issue, discussion, and action.
1. Issue shall be an explanation or description of the topic at hand.
2. Discussion shall be a summary of who said what and the main point made.
3. Action shall be a brief description of any action taken on an agenda item. Included in
action can be recommendations that the issue be referred to staff or committee for further study or
and acceptance or rejection of the proposal on the floor.
A full statement of all motions, including the mover and seconded and the result of the vote shall be
contained as well as a clear indication of what follow-up action is to be taken by whom and when it
is needed shall be contained in the minutes. An identification of reports and documents presented
under each agenda item and copies of these items shall be attached to the official copy of Board
minutes.
It shall be the policy of this Board to have the Secretary of the Corporation (or his/her appointee) keep the
minutes of the full Board meeting. In the absence of the Secretary, the chair of the meeting shall
designate the taker of the minutes.
4.3 Agendas:
It shall be the policy of the Board to set agendas which give Board members a chance to address the
mission of KZYX & KZYZ as well as the consideration of detail and practical matters. Business
will be arranged so that decisions are made in the most logical order and so that items will
typically not be tabled. Written agendas (including reports and other attachments) shall be sent
to Board members well in advance ofthe meeting, but in no case less than 7 (seven) days in advance
of any meeting in which action shall take place. Agendas will include the presenter name, item and
outcome needed, and the time allowed for discussion.
discussion.
11.5 Hiring Committee:
A hiring committee of the Board will be set up and include at least one Board member from the
Personnel Committee, one Advisory Committee member and one staff member who is not the General
Manager, and one KZYX Programmer. The KZYX programmer will be chosen by the General Manager, where
one exists, and the President of the Board. All candidates shall fill out and return and
application for employment and provide both personal and professional references. It shall be the
policy of the Board to contact references listed by candidates.
11.6 Interviews:
Interviews will be set up and completed with the top candidates, as determined by the Hiring
committee. Candidates will be interviewed one at a time. All interviews will occur in a timely
manner. Each interview will be started by an introduction between the applicant and the
committee, and explanation of how the interview will be conducted, how long it will last, and if
the applicant has any questions regarding the
hiring or interviewing process. Anyone who is related to the applicant or who otherwise feels unable to
judge the qualifications of the applicant fairly should leave the room for the duration of the interview.
Each committee member should proceed to ask the applicant at least one question. Questions can be
about the applicant's experience, strength, or future plans or any other legally defined question
as set forth in the Personnel Policies Manual.
At the end of the interview the applicant will be told when to expect to hear from the Hiring
committee. In no instance shall a person be offered the job at the time of the interview.
When all interviews are complete the committee will set a time to meet and discuss the relative
merits of each candidate and shall make a recommendation to the Board as to whether anyone should
be offered the job. The decision to hire shall be made by the full Board. All candidates will be
informed of the decision of the Board.
--------------------------------------------
On Thu, 6/2/16, Scott Peterson <scottmartinpeterson at hotmail.com> wrote:
Subject: RE: Attn: New KZYX Board Members
To: "Clay Eubank" <clayeubank at gmail.com>, "mkathrynmassey at gmail.com" <mkathrynmassey at gmail.com>, "'Peter Kafin'" <law at kafin.name>
Cc: "'John Arteaga'" <johnarteaga110 at gmail.com>, "'Doug McKenty'" <dougmck at gmail.com>, "'Meg Courtney'" <mcourtney1 at mcn.org>, "'Stuart Campbell'" <scamp1104 at comcast.net>, "'Jenness Hartley'" <bronzegold at gmail.com>, "'Richard L Miller'" <radio at mindbodyhealthpolitics.com>, "clay at visionguild.com" <clay at visionguild.com>, "'KZYX LIST'" <kzyxtalk at lists.mcn.org>, "'Bob Page'" <bobp at airportclub.com>, "nsi at mcn.org" <nsi at mcn.org>, "'richard miller'" <drrichardlmiller at gmail.com>, "'Lorraine Dechter'" <ldechter01 at gmail.com>, "themaj at pacific.net" <themaj at pacific.net>, "'Norman de Vall'" <ndevall at mcn.org>, "'OBrien, Dennis'" <dennisobrien at sharejerusalem.com>, "jim.sweeney at pressdemocrat.com" <jim.sweeney at pressdemocrat.com>, "'bruce anderson'" <friscobruce at gmail.com>, "pgullixson at pressdemocrat.com" <pgullixson at pressdemocrat.com>, "'Marco McClean'" <memo at mcn.org>, "'Stuart Campbell'" <gm at kzyx.org>, "suspiry at gmail.com" <suspiry at gmail.com>, "'Jane Futcher'" <janefutcher at me.com>, "'K.C. Meadows'" <udjkcm at ukiahdj.com>, "'Benj Thomas'" <ukiahguy at yahoo.com>
Date: Thursday, June 2, 2016, 10:26 AM
Dear Clay,
Article VII, Section 7.03, Item 3) of the MCPB
Bylaws adopted July 12, 2010:
3)
Secretary: The Secretary shall act as recorder for all
meetings of the Board, prepare and submit for
approval or correction minutes of all meetings, and keep at
the principal office in a public file the minutes
of all meetings with copies of reports attached, all Member
actions, the Articles and Bylaws as amended to
date, and all notices. The Secretary shall also perform all
other duties as prescribed by the Board or
Bylaws.
Did MCPB comply with this provision for the
'Search Committee'? If so, where are the meeting
minutes? I haven't seen any minutes posted on the KZYX
website since November of 2015:
http://www.kzyx.org/index.php/about-us/station-business/meeting-minutes
Also, I've been unable to locate any record
of these bylaws being endorsed by KZYX members, or State and
Federal authorities. Do you know if that ever
happened?
Sincerely,
Scott M. PetersonMendocino
From:
clayeubank at gmail.com
To: mkathrynmassey at gmail.com; law at kafin.name
CC: johnarteaga110 at gmail.com; dougmck at gmail.com;
mcourtney1 at mcn.org; scamp1104 at comcast.net;
scottmartinpeterson at hotmail.com; bronzegold at gmail.com;
radio at mindbodyhealthpolitics.com; clay at visionguild.com;
kzyxtalk at lists.mcn.org; bobp at airportclub.com; nsi at mcn.org;
drrichardlmiller at gmail.com; ldechter01 at gmail.com;
themaj at pacific.net; ndevall at mcn.org;
dennisobrien at sharejerusalem.com;
jim.sweeney at pressdemocrat.com; friscobruce at gmail.com;
pgullixson at pressdemocrat.com; memo at mcn.org; gm at kzyx.org;
suspiry at gmail.com; janefutcher at me.com; udjkcm at ukiahdj.com;
ukiahguy at yahoo.com
Subject: RE: Attn: New KZYX Board Members
Date: Thu, 2 Jun 2016 09:57:08 -0700
Folks:
I keep hearing this
message over and over again and I think
it's time to clarify some misinformation.
The only person on the
"Search Committee" that Stuart Campbell
picked was me. PLEASE quit stating otherwise. I was the
person who selected all
of the initial voting members of the "Search
Committee" NOT Stuart. He did NOT
hand select the committee I did. I based it on the KZYX
by-laws. The committee
members were myself, Benj Thomas (personnel committee
chair), Valerie Kim
(Staff), Angela DeWitt (programmer), and Jenness Hartley
(CAB member). When
Jenness joined the board I then asked Tom Melcher to replace
her as the CAB
representative.
I received a lot of
resistance and flack for the individuals I
chose on this committee and it was not from Stuart. So if
you have a need to be
critical, please come from a position of truth.
Best,
Clay
From: Mary Massey
[mailto:mkathrynmassey at gmail.com]
Sent: Wednesday, June 01, 2016 3:47
PM
To: Peter Kafin
Cc: John Arteaga; Doug McKenty; Meg
Courtney; Stuart Campbell; Scott Peterson; Jenness Hartley;
Richard L Miller;
clay at visionguild.com; KZYX LIST; Bob Page; nsi at mcn.org;
richard miller; Lorraine
Dechter; themaj at pacific.net; Norman de Vall; OBrien, Dennis;
jim.sweeney at pressdemocrat.com; bruce anderson;
pgullixson at pressdemocrat.com;
Marco McClean; Stuart Campbell; suspiry at gmail.com; Jane
Futcher; K.C. Meadows;
Benj Thomas; Clay Eubank
Subject: Re: Attn: New KZYX Board
Members
Mr Arteaga,
You were on the selection
committee last Fall after Coate quit. If you have been
reading these
threads about Stuart Campbell, you are fully aware that
Stuart appointed the
selection committee with the exception of 2-3 people ( I was
one of those
three); Stuart received the minutes of the meetings; saw the
resumes; told the
then Board that he was not a candidate to replace Coate, had
three of the
selection committee members: Eliane, Richard H, and Beth
Lang write letters of
recommendation for himself, after he announced he was a
candidate two days from
the cutoff to receive applicants resumes. Then, he was
pissed off when a
person with experience was selected.
I am unclear as to why you are
clueless to this unethical and unprofessional
behavior. Stuart should NOT
have been permitted to run for anything. Period.
Where in the real
world non-profit or not, does someone as unethical and
unprincipled as Stuart
Campbell get to sit on a Board after shamefully manipulating
his candidacy for
GM?
John Sakowicz has left the
board. He has his own show at another station soon to
be syndicated with
other stations. Stuart would have a cow if John S brought
his show back to KZYX
- even in a podcast. The bigger questions is this:
Why? Why
would Stuart have a baby calf if John had airtime at
KZYX? Care to
respond, Stuart?
I didn't think so.
Until the current Board
embraces the obvious problems with the old guard, the
station will not move
forward.
I have no dog in this
fight. You as a Board member are responsible for
everything that does or
doesn't happen.
Period.
Mary Massey
On Wed, Jun 1, 2016
at 2:58 PM, Peter Kafin <law at kafin.name>
wrote:
Mr. Arteaga,
As someone familiar with document requests submitted to
the board in the past few years, I have to agree with Doug
and Scott.
I
find your characterizations of requests from John Sakowicz
to be particularly
harmful not to him but to the station. i.e.
"As if
the station has nothing better
to do than to hunt down every frivolous demand for this
and that document that
he extortionately demands! Screw him!"
While treasurer Mr.
Sakowicz requested and was denied access to basic
financial reporting
documents in direct violation of both the bylaws of the
organization and of
State and Federal law. The refusal to turn over even
the most basic
paperwork made it impossible for him to meet the standards
of due diligence in
his role as treasurer and put the station in an untenable
position.
As
a board member Mr. Sakowicz was denied basic documentation
that again, was his
absolute right to see as defined by the bylaws of the
organization and by
proper governance requirements for a non-profit
organization operating in
California.
Additionally Several document requests that had been made
in the last 15 months asked for information that a regular
member of the
station had rights to see were denied to John while he was
still on the
board.
As a follow up to one of those requests for documents
several
members of the organization including former board members
and myself went to
the station at the requested time for inspection and were
met by police who
had been called in anticipation of our arrival. At
that time acting
director Stuart Campbell gave us access to the public
document folders that
are required to be onsite, up to date, and accessible to
members of the public
regardless of their affiliation with the
organization. Those folders
were astoundingly devoid of the information that the CPB
requires.
Suffice it to say, these lapses endanger the viability of
the
station in very real and actionable ways.
The fact that the station was
not sued over these violations speaks mostly to the
concern the petitioners,
Mr. Sakowicz included, had of costing the station more
money than that which
had already been bled due the mismanagement by former GM
John
Coates.
Frankly, you should thank Mr. Sakowicz and do whatever you
can
to make sure the current board is acting according to
their legal
responsibilities.
Peter Kafin
On May 31, 2016 at 8:58 AM Doug McKenty <dougmck at gmail.com>
wrote:
John,
When I wrote the board three years ago to warn them
that Sakowitz and
others were going to the FCC, I also let them that much
of the complaints
were not under the preview of that regulatory body. What
I did tell them was
the real threat came from the CPB, which has regulations
concerning good
governance, and I advised them at that time that they
should take these
issues seriously if they wanted to continue to receive
the CPB
grant.
The CPB requires that the station follows its
bylaws and policies. Am I
wrong to say that the station has not been following its
programming
policy? I believe it is easily provable that a
handful of people have
been making programming and production decisions rather
than following board
policy.
I have actually written then board, begging them to
eliminate the
policy if they weren't going to follow it, because
ignoring the policy put
the CPB grant at risk.
I have been ignored.
Now Scott Peterson has discovered this, among other
violations, just as
I warned the board would someday happen if they did not
clean up there
act.
This is not some random delusion. This is real.
I would suggest helping the board begin to function
in accordance with
due diligence, though I warn you that offering such help
is typically met
with stonewalling. I do not understand why,
perhaps you could
enlighten us.
Doug
Sent from my iPhone
On May 31, 2016, at 12:11 AM, John Arteaga <johnarteaga110 at gmail.com>
wrote:
Jesus
Christ,
What
kind of unhinged
madman is this Scott Peterson? Did John Sackowitz
contract out his
pointless, annoying, counterproductive mau-mauing of
the station's
hard-working staff and board to him since he lost his
board seat? (I'm
sure that everyone at the station breathed a great
sigh of relief
when that happened).
I
like the part about
John 'leaving because of cronyism and
nastiness'. No, Scott, he left only
because he was voted out of his position there, and in
terms nastiness,
there was no one there who could come close to
him.
As if
the station has
nothing better to do than to hunt down every frivolous
demand for this and
that document that he extortionately demands! Screw
him!
What
is it about trying
to run a simple little public radio station that
brings out the power and
attention starved crockpots to dog and harass its
every move?!
Keep
up the good work,
you all, and remember; Illegitemis non
carborundum.
Best
wishes, John
Arteaga
From:
Scott
Peterson [mailto:scottmartinpeterson at hotmail.com]
Sent: Monday, May 30, 2016 11:01
PM
To: kzyxtalk at lists.mcn.org
Cc: dennisobrien at sharejerusalem.com;
dougmck at gmail.com;
memo at mcn.org; mkathrynmassey at gmail.com;
ndevall at mcn.org;
law at kafin.name;
mcourtney1 at mcn.org;
scamp1104 at comcast.net;
thales1104 at comcast.net;
bobp at airportclub.com;
ukiahguy at yahoo.com;
suspiry at gmail.com;
johnarteaga110 at gmail.com;
clay at visionguild.com;
bronzegold at gmail.com;
janefutcher at me.com;
nsi at mcn.org; themaj at pacific.net;
friscobruce at gmail.com;
udjkcm at ukiahdj.com;
Scott Peterson; drrichardlmiller at gmail.com;
radio at mindbodyhealthpolitics.com;
jim.sweeney at pressdemocrat.com;
pgullixson at pressdemocrat.com;
gm at kzyx.org; ldechter01 at gmail.com
Subject: Attn:
New KZYX Board Members
Dear New KZYX Board
Members,
In
case you're
wondering how I got your email address .. I got it
from a former KZYX
station manager who
recently left over
'cronyism' and 'nastiness' at KZYX ..
have you gotten his email? .. did
you ignore him? ..
Mr.
Azarro, I've
never met you .. but I heard your assurance that MCPB
would be acting in
harmony from
now
on .. that was at
the Point Noyo board meeting .. where the police
showed up to take someone
away
who
wasn't
..
Mr.
Middlebrook ..
you sat at a table with me. along with Marco McLean
and others .. after
assuring us that
KZYX would be more
transparent in the future .. after five years of Form
990s had been
cloaked in secrecy ..
by
the executive
director of KZYX .. who reported to the board of
directors .. yeah
..
and
Mr. Campbell.
I've sent many emails your way .. not one of them
has gotten a response
..
let
me tell you a
powerful tale .. about the cost of not responding ..
for individual
directors of a nonprofit
corporation thinking
they're immune from ignoring people like me
..
there's another
public broadcasting entity you may have heard of .. it
was called MCTV ..
they had a board
of
directors too ..
just like you .. and they ignored people too .. just
like me .. and they
all got sued .. just like
you're about to be
sued .. by Mr. Dennis O'Brien .. for ignoring
people like me
..
the
outcome of the
MCTV lawsuit is public knowledge .. each of those
directors had to dig
into their individual
pockets to pay that
judgment off .. not because they'd done anything
wrong .. but because
they'd ignored
people like me
..
I
know this may be
inconvenient for you .. and certainly unpopular .. but
you might want to
check your bank
balance today .. or
that tin can buried in your back yard .. and see if
ignoring people like
me is really worth it ..
while you're at it ..
do a simple background check on your fellow board
members .. and employees
.. see if it
lines up with the
background listed on their resumes .. if you have one
.. if not, you might
want to get one ..
a
note on dishonest
associates .. they might not be able get that resume
to you .. in fact,
they might even
ignore you .. like
you're doing .. it's easy enough .. right?
..
and
about that
'indemnification' clause in your bylaws .. you
might want to check the
date on them .. just for
laughs .. it's dated
July 12, 2010 .. then check the Form 990 for the same
time period .. where
it says that no
changes had been made
to the governing documents at KZYX for that time
period .. thereby
removing any so-
called protection
you may have been relying on ..
while you're at it ..
you might want to check the bank balances of
the people you've
been relying on .. or the tin
cans buried in their
back yards ..
and
if you're getting
any legal advice, make sure you've got an
agreement in place .. to bond
that advice .. yeah ..
attorneys carry
malpractice insurance .. especially big shots
like David Hopmann and
Eliane Hering .. and for any
legal advice, there's
something called a letter of opinion .. where you
can get that advice
in writing ..
KZYX has been
running afoul of CPB rules for some time now ..
after taking millions
of dollars in grant money from
them .. they're
entitled to recover that money .. all of it .. if
you've been ignoring
them ..
sincerely,
Scott M.
Peterson
Mendocino
_______________________________________________
Kzyxtalk mailing list
Kzyxtalk at lists.mcn.org
http://lists.mcn.org/mailman/listinfo/kzyxtalk
-------------- next part --------------
An HTML attachment was scrubbed...
URL: http://lists.mcn.org/pipermail/kzyxtalk/attachments/20160602/11cc85b0/attachment-0001.html
More information about the Kzyxtalk
mailing list