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From The AVA

Demand For Inspection Of Records By KZYX/Z Board Director And Members

The following letter has been sent certified mail to Stuart Campbell, Board President, KZYX and John Coate, General Manager. The letter is self evident, but it is worth noting that a sitting Board Member, John Sakowicz and other members are the authors of the letter.

Should you have follow up questions, please contact me: mkathrynmassey@gmail.com

Thank you.

M Kathryn Massey

***

Stuart Campbell, President June 9, 2015

Mendocino County Public Broadcasting

P.O. Box 1 Via Registered Mail

Philo, CA 95466

John Coate, General Manager

KZYX&Z

P.O. Box 1

Philo, CA 95466

Re: Demand for Inspection and Copying of Records by Director and Members

Messrs. Campbell and Coate:

This letter is addressed to you in your official capacities with Mendocino County Public Broadcasting, aka KZYX&Z, a membership nonprofit corporation headquartered in Philo, California. It is a demand for inspection and possible copying of all records from 2007 through the present by Director John Sakowicz and other current members of the corporation.

Inspection and copying of corporate records is authorized by the California Corporations Code, including the following sections:

  1. (a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative pursuant to subdivision ©, a member may do either or both of the following as permitted by subdivision (b):

(1) Inspect and copy the record of all the members’ names, addresses and voting rights, at reasonable times, upon five business days’ prior written demand upon the corporation which demand shall state the purpose for which the inspection rights are requested;

(2) Obtain from the secretary of the corporation, upon written demand and tender of a reasonable charge, an alphabetized list of the names, addresses, and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of 10 business days after the

demand is received or after the date specified therein as the date as of which the list is to be compiled.

  1. 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.
  2. 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.
  3. If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such record available in written form. For the purposes of this chapter “written” or “in writing” also includes cathode ray tube and similar electronic communications methods.
  4. Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
  5. Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
  6. The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.

The purpose of the demand by the members is to review all financial transactions and data, and all membership and voting records and data, from the year prior to the employment of the current general manager, Mr. John Coate, up to and including the date of inspection, as there has been inadequate oversight by the board of directors concerning finances, memberships, and elections during his tenure. The membership has a legitimate interest in the financial affairs of the corporation and the integrity of the voting rolls and election process.

Please note that assurances by the board that there has been adequate oversight, or the provision of summaries, will not be reasonable alternatives to inspection and copying. Please also note that the right of a director to inspect and copy records is absolute, and does not require a statement of purpose.

Mr. Sakowicz and the members signing below may be assisted by others, as is also authorized by the Code:

  1. Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

By their signatures below, Mr. Sakowicz and the participating members hereby authorize such agency.

The records being demanded for inspection include, but are not limited to:

1) Certified Audits, 2007 through the present, along with the names, addresses, and contact information of all CPA’s, listed by year, who conducted the Audits;

2) List of KZYX Audit Committee members from 2007 through present, i.e., who sat on the Audit Committee each year;

3) All Quarterly Financial Statements, January 2007 through present;

4) All underwriting revenue, both cash and in-kind, 2007 through present;

5) All Letters of Credit from 2007 to June 2015;

6) All bank statements and cancelled checks, 2007 to June 2015;

7) Contracts and total funds paid out to Independent Contractors, with Name/Address of Contractors, 2007 through 2015;

8) Total salaries paid to each employee for each year, 2007 through present;

9) Amount paid for benefits for each employee for each year, 2007 through the present;

10) All records pertaining to Restricted Funds, e.g., the Ukiah Studio Restricted Funds, including identifying how those funds have been used;

11) Valuation of the Business, Assets vs. Debts, beginning with 2007 through the present;

12) List of all Equipment Purchases by year with invoice documentation;

13) Any documentation for Individual Wills and Bequests making KZYX the beneficiary;

14) Total dollars pledged; defaulted pledges by year from all Annual On Air Fund drives; total number of Members per year to reflect the Total Dollars Pledged/or Defaulted; and any donations beyond memberships, including Anonymous Gifts, during and/or outside the on air drives, all from 2007 through 2015;

15) Actual Fund Raising dollars spent to raise money for pledge drives for 2007 through 2015;

16) Complete listing of Program Information and Promotional dollars spent, 2007 through 2015;

17) Complete listing of what is included in Programming and Production, 2007 through 2015, including the specific cost of each NPR program for each year;

18) Complete listing of what is included in Fundraising and Membership Development, 2007 through 2015;

19) Complete listing of Underwriting and Grant Solicitation expenses, 2007 through 2015;

20) Listing of all Special Events, Expense vs. Income by Event, 2007 through 2015;

21) Listing of all CPB Grant money by year, 2007 through 2015;

22) Listing of all Other grant money by year, 2007 through 2015;

23) Complete list of professional conferences attended and who attended, with total dollars spent on professional conferences, 2007 through 2015;

24) List of specific money set aside for Capital Improvements each year, 2007 through 2015;

25) List, by year, all utility costs outside of On-air Drives, meaning normal day to day costs;

26) All insurance records, including all correspondence and any payments by the insurer;

27) Total dollars spent on Board Retreat, Legal Fees, etc, for implementation of the 2002-2006 Long Range Strategic Plan;

28) The current standard contract between the station and the programmers;

29) All evaluations of the general manager, 2007 through 2015; and

30) An alphabetized list of the names, addresses, and voting rights of those members entitled to vote for the election of directors, currently and as of January 31, 2015.

Date of Inspection: The Corporations Code allows a maximum of 10 days for the collection of the records demanded. We intend to come to the corporate headquarters, aka the Philo station, on Saturday, July 11. Please have all records of MCPB/KZYX&Z available at that time, or provide copies of records (paper or electronic) beforehand. Even if certain records (e.g., personnel) are not available to the members, they are subject to inspection by the director.

Please note that the above list is for example only and does not limit the demand for all records. Please also note that a failure to present any of the requested items does not relieve you of the duty to make any and all of the other requested items available for inspection and/or copying. We are not asking you to create any summaries. But we do want access to all of the documents that are related to the above list, including any existing summaries, as part of the inspection of all records from 2007 to the date of inspection. Per Section 6310, please provide a written or electronic copy of all requested records if they are not readily accessible or impractical to review onsite.

Since this is a concurrent request from both a director and other members, please send confirmation that all the requested records will be ready for inspection to the following email addresses:

  • sako4@comcast.net
  • dennisobrien@sharejerusalem.com

Thank you very much for your prompt and serious attention to this matter.

Sincerely,

John Sakowicz, Director, Mendocino County Public Broadcasting

Doug McKenty, Member & Former Director

King Collins, Member & Former Director

Norman L. de Vall, Member & Former 5th District Supervisor

Dennis O’Brien, Member
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One Comment

Thank you.