[Kzyxtalk] Resolution of Programmer-Director Issue

[nsi at mcn.org]

Thank you for your mannerly diligence, Dennis. --beth bosk

On Mon, 20 Jun 2016 20:50:09 +0000 (UTC),
<dennisobrien at sharejerusalem.com> wrote:
> 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 
>  
>  
>  
> 
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