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Hiding corporate records & refusing to release them

Hiding the Membership Database. When we saw that the station was threatened by a hostile board, and after we were unsuccessful in convincing the board to be responsive to the membership, we sent a mailing to KOOP's membership, explaining the situation and asking for their support. (The members responded with overwhelming support by signing our petition calling for a membership meeting, and by signing proxy votes over to us.) However, some board members didn't want us to be able to communicate with the membership again, so some board members removed the membership database from the office. They made this decision on their own, without even a vote by the whole board. Further, in taking the membership database, they didn't simply copy it to a disk and erase the original -- they took the entire computer out of the office! In a letter to the trustees about this incident, former General Manager Jenny Wong said, "You have crossed the line... Your actions are compromising the basic integrity of the organization."

Access to the membership database for a legitimate purpose is a legal right under State law. In addition, the board's removal of the membership database was a violation of State law. Click here to see the text of the State law.

Hiding the ballots for the fall Community Board Election. The trustees invalidated the results of the fall Community Board election, claiming that some ballots had been stolen, but we think they real reason they invalidated the election is because they would have lost. However, no one will ever know, because the trustees removed the ballots from the office and will not make them public. If the trustees have nothing to hide, then why are they keeping the records secret? Failure to keep corporate records such as election ballots at the office is a violation of State law.

Refusing to disclose corporate information. The board is secretive about its actions. In addition to failing to post minutes of meetings, they've ignored written requests for information such as minutes of board meetings and a copy of KOOP's current bylaws. In addition to being uncooperative, this is a violation of Texas State Law. (Art. 1396-2.23(B), Tex. Rev. Civ. Stat.)

On November 23, 1998, attorney Russ Ham, on behalf of KOOP members Ricardo Guerrero and Elaine Wolff, sent a letter citing the statute to the trustees' then-lawyer (Ken Owens of Hilgers & Watkins), requesting ballots of the Fall 1998 Community Board election, minutes of board meetings, and other information. Mr. Owens responded in writing that the Board would flatly refuse to produce the ballots, and would not produce the other documents in a timely manner. Mr. Owens later offered to produce these required records only in exchange for concessions on other issues.

In August 1998, Michael Bluejay hand-delivered one letter to the board asking for meeting minutes and other information, and sent another letter via certified mail to the board asking for documents, including a current copy of the bylaws, and minutes & agendas of board meetings. The board never provided the information, or even acknowledged receipt of the letters. That letter appears below.

Unanswered letter from Michael Bluejay to the Board of Trustees requesting information

[This letter was sent certified mail, return receipt requested, and Eduardo Vera signed for it.]

Michael Bluejay * PO Box 7382 * Austin, TX 78713-7382
(512) 494-9226 * bluejay@mail.com

August 12, 1998

Teresa Taylor
President, KOOP Board of Trustees
Austin Co-op Radio / KO.OP-FM
P.O. Box 2116
Austin, TX 78768

Dear Ms. Taylor:

This is a request for various printed documents from your organization, pursuant to applicable IRS Code regulations pertaining to 501(c)3 non-profit organizations. In addition to the items I have requested previously, I also hereby request:

  • A copy of the letter from the AFL-CIO asking for an apology by Donna Hoffman;
  • A list of which groups applying to be Community Organizations have been accepted for that purpose by this Board of Trustees.

Please provide copies of these documents, in addition to those requested previously, within 30 days. (Documents need not be provided all at the same time.) For reference, the items I requested previously are:

  • The most recent bylaws, with an indication of the date they were approved;
  • Agendas and minutes for all Community Board and Board of Trustees meetings from 10/1/97 to date;
  • A list of which Board of Trustees meetings were canceled due to lack of quorum;
  • A list of which Board of Trustees members missed which board meetings, if that information is not included in the minutes;
  • A list of which groups applying to be Community Organizations have been rejected for that purpose by this Board of Trustees;
  • All documentation pertaining to the election of the Community Board and the Board of Trustees, specifically including election notices, minutes, ballot tallies (including which organizations voted for which candidates), and description of election procedures;
  • All correspondence between Community Board members and Board of Trustees members regarding all public station matters;
  • General Manager's and Assistant General Manager's job descriptions;
  • All correspondence between the Non-Profit Center, the Mediation Center and other such agencies;
  • All related correspondence.

Thank you for time and consideration of this matter.

Sincerely,

Michael Bluejay

Vernon's Texas Civil Statutes

Title 32, Art. 1396-2.23. Books and Records.

A. Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any authority of the board of directors and ******* shall keep at its registered office or principal office in this State a record of the names and addresses of its members entitled to vote. ********

B. A member of a corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the corporation relevant to that purpose, at the expense of the member.Sec. B amended by Acts 1993, 73rd Leg., ch. 733, Sec. 12, eff. Jan. 1, 1994.Acts 1959, 56th Leg., p. 286, ch. 162, art. 2.23.

This is available from the State Laws of Texas website.

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