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ISSUE No. 12 - Spring 2014

from KXmfc

Communique #1
Regarding the CA Corporation Code
and the Rights and Responsibilities of Directors


Dear KZYXtalk, and others,

I have received a communique from the legal section of KZYX Members for Change. The language is arcane but the patient reader will be able to understand it, maybe. I have checked the legal references and they appear to be valid.
--king collins

Here is the text of the communique:

========= Beginning of KXmfc Communique #1 ==========

Status: URGENT
Distribute before 6pm, May 5 Board of Directors meeting, SPACE theater, 508 W. Perkins St. Ukiah

All dissenters should acquaint themselves with the California Nonprofit Corporation Code, particularly sections 5210, 5231, 6333 and 6334, which have to do with the legal rights and responsibilities of board members of KZYX. The California Corporations Code supersedes any board policy, even the bylaws.

5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

5231. (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner that director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

6333. The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.

6334. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.

Save this communique. Analysis will follow.
The entire Ca. Corporation Code can be found at

========= End of KXmfc Communique #1 ==========


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