26December2014

Thursday, September 13, 2012

Proposed By-law changes

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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.)

 

Current language:

 

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.

 

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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.   


 

Read 1085 times Last modified on Saturday, October 20, 2012
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