[Kzyxtalk] Resolution of Programmer-Director Issue

[dennisobrien at sharejerusalem.com]

Ms. Courtney:

Thank you very much for your letter of June 17.  Although I disagree with your legal reasoning (see below), one of the exhibits provides a resolution of the Programmer-Director issue.

Exhibit 1 is titled "Bylaws Adopted by the Members of Mendocino County Public Broadcasting" and is dated 1990.  At that time, the Members voted to create a designated director, i.e., a director chosen by some process other than direct election by the Members.  In 1990, the designated director was the General Manager; later amendments by the Board of Directors changed that to the Programmer-elected Director.  Since the later change did not adversely affect the voting rights of the members, it was allowed under state law.  Therefore there is no violation.  The current Bylaws and amendments were properly adopted, and the current Programmer-Director was legitimately chosen.

I would normally feel bad about all the time, energy, and resources put into producing your legal response.  But I had advised you early on that I would drop my challenge if you would just produce the document showing that the Members authorized the change in question.  Ironically, your legal counsel blocked my efforts to research the early Bylaws myself.  Once again, the refusal to provide information to a Member or allow a Member access to records has caused more trouble than it's worth.  I believe this pattern has been a drag on the organization for many years.

The legal analysis in your letter continues this pattern.  The case you cited does not hold that a board can amend bylaws on its own authority under any circumstances, but only if the amendment does not materially and adversely affect the rights of the Members.  Those types of changes can only be approved by the Members.  The rights of the Members, including access to documents and participating in meetings, are guaranteed by state law and federal regulation and cannot be revoked, even by a Bylaw change approved unanimously by the Board.  This Board must honor those rights in all of its decisions and procedures if public community radio is to thrive in Mendocino County.

Thank you very much for your attention to this matter and for providing the document necessary for its resolution.  Good luck to all of us in our future endeavors on behalf of the people.

Sincerely,

Dennis O'Brien

--------------------------------------------
On Fri, 6/17/16, Meg Courtney <mcourtney1 at mcn.org> wrote:

 Subject: Response to your email of 5/17
 To: "Dennis OBrien" <dennisobrien at sharejerusalem.com>
 Cc: "KZYX Board" <kzyxboard at lists.mcn.org>
 Date: Friday, June 17, 2016, 4:44 PM
 
 Hello Dennis,
 The five PDF files enclosed with
 this e-mail are in response to your e-mail of May 17,
 2016
   
 
 
 
 Sincerely,Meg
 Meg Courtney
 Board President
 KZYX & Z
 Mendocino County Public Broadcasting