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Tuesday, September 25, 2012

Proposed Revisions to Bylaws – “Cliff’s Notes” summary

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."

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