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ISSUE No. 12 - Spring 2014

from KXmfc

Communique #2
Use of CA Corporation Code

Dear KZYXtalk, and others,

I have received a second communique from the Legal Team of KZYX Members for Change. It claims to explain the legal relevance of the CA nonprofit code which was sent in the previous Communique #1. I found this much easier to understand.
--king collins,

Here is the text of the most recent communique:

====Beginning of ltKXmfc Communique #2 ====

To All Dissenters:

In Communique #1, we issued the critical nonprofit code sections and recommended that all concerned read them. Attached below is the “responsibility” policy for board members, endorsed by the current and former board presidents (Eliane Herring and Bob Page).

The reader can decide if the policy is correct or misguided

However we can say emphatically that nonprofit law supports inquiry by any individual director, and it is not legal to withhold information simply by labeling it “confidential.”

Any board member can decide to follow the Code, and make inquiries in many areas without fear of legal repercussions (e.g., any board member can demand to see any record, which does not require a meeting of the board). Individual board members in Mendocino County have brought charges in court when nonprofits have ignored this law, and they have won. Another meaning to the law is that no board member can abdicate his or her individual responsibilities and still be a member of a board. Especially on a membership elected board.

Confidentiality is not a legal defense. If any member can look at the accounting for purposes of evaluating the current board's policies, how can such information be considered confidential? Unlike the NSA, a nonprofit board can't avoid its disclosure responsibilities under the law just by calling something “confidential.” (See Attachment: MCPB Board Responsibilities)

====End of ltKXmfc Communique #2 ====

Commentary on this topic is also at KZYXtalk
To subscribe go to

These communications are also available at

Attachment: The document in qeustion:


1. Actively serve the mission of MCPB as a community-supported radio station, and not that of a constituency, issue, special interest inside or outside of MCPB, or a personal agenda.
2. Give time, energy and special skills generously to MCPB e.g. for board meetings, board communication, committee work, fundraising, special events, public outreach.
3. Motivate others to support MCPB by giving their time and/or resources.
4. Act in an honest and responsible manner, keep an open mind and strive to make the best decisions for everyone involved.
5. Keep confidential information confidential.
6. Be respectful to board members, staff, programmers, volunteers, members and the public.
7. Do nothing to violate the trust of those that elected or appointed me to the board.
8. Not use my board service for my personal advantage or for the advantage of others.
9. Never exercise authority as a board member except when acting in a meeting with the full board or in a function the board delegates me to.
10. Never undermine the authority of the General Manager with the staff or volunteers of MCPB and keep out of management issues except as they appear before the board.
11. Become familiar, prior to taking office, with the MCPB Bylaws, Policies and Procedures, Board Member Handbook and other materials given to me as part of my board member orientation.
12. Participate in board member orientations, Board of Directors' meetings, committee work, retreats, board training and other board-related events. I understand that missing three consecutive board-related meetings shall be cause for dismissal from the Board.
13. Study all materials distributed in advance of a meeting and respond in a timely and effective manner to requests for feedback, including the ability to send and receive email documents.
14. Accept and perform in a responsible, timely manner assignments from the board, Members of the Executive Committee or from the chair of a committee that I am a member of.
15. Represent MCPB members to the Board of Directors, and represent the Board to the membership and not take board actions without the approval of the full board.
16. Set policies and procedures for MCPB, including by-law changes as needed.
17. Help develop, approve and oversee long-range planning for MCPB, and review implementation of long-range planning on a regular basis (annual or semi-annual)
18. Oversee MCPB's financial health and ensure the organization has adequate finances and money is responsibly spent, e.g. by reviewing and approving the annual budget, reviewing the budget every quarter and approving all major budget modifications.
19. Select, oversee, evaluate, and when necessary replace the general manager, who is accountable to the Board of Directors. This includes:

•Review of the general managers operational report at every board meeting
• Quarterly review of the station budget and membership development activities
• Other reviews as determined necessary by the board to ensure the long-term health of MCPB and compliance with FCC regulations and all applicable regulations and laws.
20. Assist the general manager and staff with fundraising activities, e.g. pledge drives or events.
21. Be evaluated annually by the board for attendance, effectiveness and participation.
22. Submit Disputes with MCPB or its representatives or employees to mediation,

* * * * *



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