Board News and other Documents (8)
This section hosts news from the Board.
The following information was prepared by Jama Chaplin, Policy Committee Chair, for Annual Membership Meeting 2012. (See the document posted below this one for the full text of the KMUD Bylaw Amendment Proposals or download the pdf version.)
According to Jama Chaplin:
"Four of these revisions were discussed quite a bit last year by the Policy Committee, and to some extent by the Board. I think the reality was that many of the Board members last year were simply too busy to wrap their minds around this and finish it.
Here is the gist of each of the five revisions:
1) Current bylaws allow the Board to vote any Board member off the Board. That would be illegal in for those elected by the Members or Programmers – they would have to be removed by their constituencies in a recall election.
2) This one changes "constituency represented" to "appropriate electors" -- since the word “constituency” has created some confusion, because board members elected by the Board do not “represent the interests of” the other board members, but rather of the organization as a whole.
3) If the Board wants to reduce the voting rights of Members or Programmers, that body has to approve that bylaws revision, by state law.
4) CPB requires us to have a Community Advisory Board (CAB), and we used to call it the CAC, Community Advisory Council. This changes it to CAB.
5) Makes it clear that programmers who are also members can vote for Members' Rep, as well as voting for Programmers' Rep. They have done so for years, so it would apparently not be legal to take this away without the Programmers approving that with a ballot (as codified in #3 above).
It’s important to note that a former board member disagrees with this last one, and claims that our Bylaws prohibit it. The Policy Committee doesn’t see that in the language. He has also said that classes of voters may not overlap - but he hasn’t provided a source for that information, and the Committee doesn’t find anything in state law. An attorney who looked at this for us didn’t find anything either, but, we didn’t know that attorney very well.
The Board and Policy Committee appreciate input on these issues."
View/download the pdf version of this document
which better retains the formatting of the original
KMUD Bylaw Amendment Proposals
Underlined words are proposed new language; stricken words are language proposed for deletion (except for Proposal #5, where existing and new language are presented).
Proposal #1) State law requires elected reps on boards to be removed from the board (when necessary) by a recall election by those who elected them, with very few exceptions. These exceptions all involve attendance problems or court actions. Years ago the Board created a Recall Policy that provides for this, but the Bylaws still state that the Board could vote off any Board member. That would be illegal, for those board members elected by Members or Programmers. Therefore we propose this revision:
Article VIII. Vacancies and Replacement of Board Members
Section 3. A two-thirds majority vote of the full Board is necessary for removal of any Board member from a Board Officer position, or of any Board member for attendance reasons as stated above, or of any Board-elected Board member.
Section 4. With very few exceptions (see SECTION 1 ABOVE AND California Corporations Code Section 5221, which specifies certain court actions which can be cause for removal), removal of a Director elected by the Members or Programmers can only be done through a recall election. Such a rRecall election of a Board members by the constituency represented shall be conducted allowed within 30 days of receipt of a petition by the Board Secretary, signed by 25% of the programmers or 10% of general members, requesting the recall of one or more of the current directors. A committee of three Board members whose recall is not being sought shall be appointed to oversee the recall and subsequent election of a new representative. (See Policy Manual.)
Proposal #2) This change is non-substantive. It attempts to clear up the confusion the Board encountered last fall over the meaning here of “constituency” when referring to the Board-elected seats: these Board members do not “represent the interests of” the Board members. So we’ve eliminated the word “constituency” in favor of “appropriate electors.”
Article VIII, Section 5. If any Director’s seat is vacated with one year or less remaining in that term, the Board shall appoint a replacement. If any Director’s seat is vacated with more than one year remaining in that term, there shall be a special election by the constituency represented.appropriate electors (which, for the Board-elected category, means the Board).
Proposal #3) This change is substantive, but only adds language that already governed the Board in this regard. It puts Article X in conformity with California Corporations Code Section 5150:
Article X. Amendments and Ratifications
Section 1. Amendments to the By-Laws or Articles of Incorporation shall be presented to the Board at a regular meeting, to be voted on at the next regular meeting. which adversely affect the voting rights of Members or Programmers must, after a ballot is approved by the Board, be voted for by a majority of the voters of that constituency who return their ballots.
Section 2. All other amendments to the By-Laws or Articles of Incorporation shall be presented to the Board on the agenda at a two consecutive regular Board meetings, to be voted on at the next regular meeting.shall be ratified when and voted on at both meetings, and at subsequent meetings if not resolved by the second meeting. They must be approved by a two-thirds vote of the entire Board.
Proposal #4) This change is slightly substantive. It brings the section up-to-date with the station’s current practice, namely changing the name of the CABs (formerly called Community Advisory Councils, CACs) in line with CPB usage, and allowing for more than one regional CAB. And it corrects the source of the requirement for a CAB.
Article XIII. Community Advisory Committee Boards
Section 1. One or more A Community Advisory Boards Committee for this corporation shall be appointed and maintained in accordance with the requirements of the Corporation for Public Broadcasting. state law. The President shall appoint CAB members, the committee, subject to the approval of the Board.
Proposal #5) The main purpose of these changes is to clearly state that Programmers who are also Members may vote in both elections. Almost everyone we have asked has stated that this is how it has been done for many years. We’ve never heard of a process where the membership list was edited to remove Programmers before ballots were sent out. Ballots were definitely sent to programmers in the Members’ Election in 2001. So if we were to change this practice, the programmers would need to approve that change by majority vote. It’s important that the bylaws be made unambiguous about this.
Attorney Michael Veiluva of Walnut Creek verified that there is no law preventing us from defining our governance system in this way, with overlapping sets of voters for board members.
We also propose removing the phrase “All members have the same rights and privileges.” It’s not true – some Members are board members, for example. We define in the bylaws the rights and privileges Members receive – voting.
Proposed new language (existing language appears below):
Article II. Membership
Section 1. RCR is a membership-based organization. A “Member” is any real person who has paid at least the basic or sliding scale annual fee, or completed an approved exchange of service in lieu of fees. The Board of Directors shall determine the dollar amounts associated with the various categories of Membership. Each Member is entitled to one vote in Member elections.
Section 2. Members who are also Programmers are entitled to vote in both Member elections and Programmer elections.
Section 3. No Member shall have any right, title, or interest in any of the property or assets of RCR, nor shall such property or assets be distributed to any Member upon dissolution of the corporation.
(And, throughout the Bylaws we propose to capitalize Member and Programmer when they are used according to the bylaw definitions of these words. This will help a LOT. We’ve also received the good suggestion that we always use “Director” instead of “Board member” so we propose that to the Board as well.)
Article II. Membership
Section 1. RCR is a membership-based organization. A “member” is any real person who has pledged to support KMUD and paid at least the basic or sliding scale annual fee, or completed an approved exchange of service in lieu of fees. The Board of Directors shall determine the various categories of membership. Each member is entitled to one vote in Member elections. All members have the same rights and privileges.
Section 2. No member shall have any right, title, or interest in any of the property or assets of RCR, nor shall such property or assets be distributed to any member upon dissolution of the corporation.
05/18/12 proposal from Policy Committee (same proposals, with language slightly improved, as were made in June 2011). Minor corrections made 9/19/2012.
At the August 24, 2012 meeting, the Board of Directors seated Julia Minton and Marcy Stein, and elected and seated Carlos Casarez.
Marcy Stein, KMUD Programmer and owner of Cafe Bella in Redway, was seated for a three year term beginning August 24, 2012. Stein, a current Board member, was appointed by the Board on February 28, 2012.
Another familiar face returned to the Board as Julia Minton was seated for a three-year term.
CHANGE OF TIME AND PLACE for the August meeting of Redwood Community Radio's Board of Directors will take place on Friday, Aug. 24 at 1:00 pm in the dining room at the Humboldt House Inn, Garberville.
Read the agenda for the meeting.
Redwood Community Radio announces an opening for a new KMUD Board Member to be appointed by the Board at its August meeting. The nomination period is open now and continues until August 21st. Nominations can be emailed to: boardelections - at - kmud.org. Board terms are three years.
KMUD Board Meetings Featured
The RCR Board of Directors meets the fourth Tuesday of each month, at 4:00 pm at the Healy Senior Center, Redway. Map
You can send an email to every member of the Board of Directors by writing to: board_at_kmud.org.
KMUD Board Update:
The nine-member KMUD Board of Directors will experience continuity as Marcy Stein, KMUD Programmer and owner of Cafe Bella in Redway, is seated for a three year term beginning August 24, 2012. Stein, a current Board member, was appointed by the Board on February 28, 2012