Our Lawsuit - YOU BE THE JUDGE (ignored petition)

Should KRFC continue to spend individual and small business contributions defending their dismissal of a petition which sought to involve KRFC membership in choosing a new station mission?

We charge[1] that KRFC changed the station's reason for being, embodied in its mission statement, without following proper procedures in its own bylaws intended to prevent unilateral changes by the Board of Directors without consulting their membership.

KRFC's board stated adoption of the new mission statement prematurely in a letter sent in February 2006 which neglects to mention that a new mission is not valid until 21 days have passed without a member petition. It does not mention members have the right to petition, nor does it offer a trusted process for gathering petition signatures.

KRFC argued that the petition was invalid because it did not contain member's addresses, as would be found on Government petitions for example. This requirement is debatable since KRFC is not a government entity nor is there any reference to addresses in the KRFC bylaws or nonprofit corporate statutes.

KRFC argued that there were fewer than the 50 required signatures from valid station members, offering no proof nor suggesting a third-party audit. We count over 60 valid member signatures especially when programmers and volunteers are considered. Even though some listeners and station supporters were not valid members, it seems problematic for a station with such high stated community values to push forward while community members had such concerns.

KRFC argued that some petitioners were bullied into signing, however that would seem to suggest signers were not responsible for their actions.

KRFC suggested the signatures were suspect because one signer expressed misgivings prior the petition submission. However that signer, a responsible and resourceful KRFC volunteer, had ample opportunity and easy access to remove their signature if they were determined to do so.

Placing burdens upon the petitioners to prove themselves suggests KRFC was pre-disposed to deny the petition. Had they not been so, they might have engaged the petition submitters in acquiring addresses, thoroughly cross examining against the membership list, or engaging a neutral third party.

KRFC argued that they were representing their membership properly -- that the petitioners views were unrepresentative. However members were never informed (of the arguments of "both" sides) and consulted.

Had KRFC accepted the petition, the proposed mission could have been put a vote of the membership, where the bylaws say a 2/3 majority of the entire membership is required for its adoption. KRFC argued that the membership vote would certainly confirm the new mission so even a valid petition would be wasteful or irrelevent. In the membership vote, they said non-voters counted as agreeing with the board, and it is unrealistic to imagine even 1/3 of the membership would physically cast votes. The KRFC bylaws do specify this type of procedure be used in two areas, but the procedure is specifically absent in article XI, and it is nowhere stated to apply to all voting at KRFC.

[1] Charges quoted from the lawsuit:

Board ignores a petition requiring a membership vote to ratify changes to the mission statement.

  1. On March 16, 2006, the Board decided to ignore a petition drafted under Article XI of the KRFC Bylaws, requiring a vote of the membership to accept an amendment of the mission statement if 50 signatures of members are obtained on a protest petition.
  2. The mission statement of KRFC is a key governing document for the corporation on par with the bylaws and articles of incorporation, as reflected in several provisions of the corporate bylaws.
  3. During a meeting on February 16, 2006, the Board unanimously adopted the Mission, Vision and Core Values documents which included proposed amendments to the KRFC mission statement. These proposed amendments reflected intent to move the radio stations governance and content in a direction antithetical to its founding vision of democratic control and public affairs programming, along with cultural programming.
  4. Article XI of the KRFC Bylaws states regarding changes to the mission statement:
    . . . Information regarding the changes shall be presented to the members a reasonable time before the public meeting at which the changes will be ratified. . . If the proposed amendments of the Corporation's Mission Statement receive unanimous approval by the Board of Directors, and with 21 days advance notice, no petition protesting the changes signed by at least 50 members is received by the Corporation, then the proposed changes are accepted without a vote by the members.
  5. On or about February 24, 2006, a letter from KRFC Board President Greg Krush, dated February 20, 2006, was received by some KRFC members. Members were informed that a new mission statement had been adopted. A March 4, 2006, public meeting was announced.
  6. Motivated by their commitment to the democratic management and an element of public affairs programming reflected in the founding mission statement, several KRFC members participated in a petition drive to obtain the signatures required under Article XI to authorize a membership vote where the Board's vote could be overridden.
  7. At the March 16, 2006, public meeting the Board rejected the petition which had the required number of valid signatures and denied the membership an opportunity to vote against the amendments to the mission statement.
  8. As the result of the Board's prohibition against a membership vote to approve the amendment of KRFC's mission statement, the plaintiff KRFC members were denied rights under C.R.S. 7-126-101 et seq.