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DRAFT C AMENDED AND RESTATED BYLAWS OF PACIFICA FOUNDATION

(draft version C - provides Nominee-pool extension for diversity by COI, no "added seats")

SECTION 1. NAME

The name of this corporation is the PACIFICA FOUNDATION, and it shall be referred to in these Bylaws as the "Foundation."

SECTION 2. PURPOSES

The purposes of the Foundation, as stated in Article II of the Articles of Incorporation, are as follows:

To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation.

To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission ("Commission") and subject in their operation to the regulatory actions of the Commission under the Federal Communications Act of 1934, as amended.

In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.

In radio broadcasting operations to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this Foundation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

SECTION 3. PRINCIPLES

The Foundation is committed to peace and social justice, and seeks to involve in its governance and operations individuals committed to these principles.

SECTION 1. PRINCIPAL OFFICE

The principal office and place of business of the Foundation shall be located in the County of Alameda, State of California, or at such other place as the Board of Directors may designate.

SECTION 2. OTHER OFFICES

The Foundation shall also have other offices at other places within or without the State of California as the Board of Directors may from time to time designate.

SECTION 1. MEMBERS DEFINED

There shall be two classes of members: (A) "Listener-Sponsor Members" and (B) "Staff Members", who shall collectively be referred to as "Members."

A. LISTENER-SPONSOR MEMBERS

"Listener-Sponsor Members" shall be any natural persons who within the preceding 12-month period: (1) have contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (2) have volunteered a minimum of three (3) hours of service to any Foundation radio station. Said contribution shall be

considered non-refundable. Said volunteer work shall be performed under the supervision of the Foundation radio station management, and shall include volunteer work on committees of the Local Station Board. Where a contribution is made jointly by two individuals and the contribution is in an amount equal to or more than the annual membership contribution required for two memberships (as set by the Board from time to time), then each of the joint donors shall be considered an individual and separate Listener-Sponsor Member. (For example, if John and Mary Smith jointly contribute $50.00 or more, then John Smith and Mary Smith will each be Members and will each have individual and separate Membership rights. However, if John and Mary Smith jointly contribute $40.00, then they shall jointly share one membership.)

B. STAFF MEMBERS

"Staff Members" shall be: (1) any non-management full-time or part-time paid employee of a Foundation radio station; or (2) any member of a Foundation radio station "Unpaid Staff Organization"or "Unpaid Staff Collective Bargaining Unit" which has been recognized by station management, or, if the station has neither such organization or bargaining unit, then any volunteer or unpaid staff member of a Foundation radio station who has worked for said radio station at least 30 hours in the preceding 3 months, exclusive of fundraising marathon telephone room volunteer time. Said volunteer work shall be performed under the supervision of the Foundation radio station management and shall not include volunteer work on committees of a Local Station Board. Radio station management employees and Foundation staff employees who are not employed at a Foundation radio station shall not qualify as Staff Members, however, such employees may qualify as Listener-Sponsor Members by contributing the requisite minimum dollar amount as set forth in Section 1(A) of this Article of these Bylaws.

SECTION 2. TERM.

A Listener-Sponsor membership term shall expire twelve (12) months from that date on which said Member: (A) contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (B) volunteered a minimum of 3 hours of service to any Foundation radio station. A Staff membership term shall expire: (A) on that date on which s/he is no longer a member of a radio station Unpaid Staff Organization or Bargaining Unit, or if the radio station has no such organization, then on that date on which s/he failed to volunteer a minimum of 30 hours in the preceding 3-month period; or (B) upon termination of employment as a non-management employee of a Foundation radio station, as applicable.

Membership terms shall be considered "rolling,"and calculated forward from the last date of a Member's qualifying act. For example, if a Listener-Sponsor Member makes a $25 contribution on January 1, 2003 and does not make any additional contribution or volunteer at least 3 hours within the following 12-month period, said Member's membership would expire on December 31, 2003. If, however, in the same example, said Member contributes at least $25 on August 1, 2003, or volunteers for at least 3 hours, then his/her membership will not expire until July 31, 2004, provided no additional contribution or volunteer time is made after the August 1, 2003 contribution.

SECTION 3. MEMBERSHIP AFFILIATION BY RADIO STATION

All Members shall be members of the Foundation. For purposes of voting and exercising their rights hereunder, Members shall be affiliated with one of the Foundation's five radio stations: KPFA in Berkeley, California, KPFK in North Hollywood, California, WBAI in New York, New York, KPFT in Houston, Texas, or WPFW in Washington, D.C. Members shall be affiliated with that Foundation radio station: (A) in the case of a Listener-Sponsor Member, to which said member made a contribution or volunteered time in the preceding 12 months; or (B) in the case of a Staff Member, by which said member is employed or for which said member volunteers and/or serves as unpaid staff. Each Foundation radio station shall maintain a register of its Listener-Sponsor Members and Staff Members. In the event that a person qualifies for membership affiliation with more than one Foundation radio station, s/he shall be entitled to only one membership and shall notify the Foundation and each applicable Foundation radio station of which radio station s/he wishes to be affiliated as a Member. In the event that a Member does not notify the Foundation of which radio station s/he wishes to be affiliated, s/he shall be deemed to be affiliated with that radio station to which said Member last contributed or volunteered. In the event that a person qualifies as both a Listener-Sponsor Member and as a Staff Member, such person shall be deemed to be a Staff Member.

SECTION 4. WAIVER OF REQUIREMENTS

The Local Station Board for each Foundation radio station (also referred to herein as "LSB") may adjust or waive the contribution requirement for Listener-Sponsor Membership set forth in Section 1(A) of this Article of these Bylaws on a case by case basis for reasons of financial hardship, where said LSB, in its discretion, determines that the proposed member has demonstrated a sincere interest in becoming a Member of the Foundation and is also genuinely unable to afford the contribution amount or to volunteer the minimum 3 hours of service.

SECTION 5. RIGHTS

All Members shall have all rights granted to them by law or by these Bylaws, including without limit the right to vote, on the terms and in the manner set forth in these Bylaws, on the election and removal of Delegates; on the sale, exchange, transfer or disposition of all or substantially all of the Foundation's assets; on the sale, exchange, transfer or disposition of any of the Foundation's broadcast licenses; on any merger, its principal terms and any amendment of its principal terms; on any election to dissolve the Foundation; on any amendment to these Bylaws for which Member approval is required or permitted as set forth in Section 1(B) of Article 17 of these Bylaws; and on any amendment to the Articles of Incorporation.

SECTION 6. MEETINGS OF THE MEMBERS.

A. ANNUAL MEETING

No annual meeting of the Members shall be required.

B. SPECIAL MEETINGS

The Board of the Directors, a Local Station Board, the Foundation's Executive Director, the Chairperson of the Board, or one percent (1%) or more of the Members may call a special meeting of the Members for any lawful purpose at any time. Said request for a special meeting shall be made in writing and shall specify the general nature of the business proposed to be transacted at said meeting. Said written request must be submitted to the Chairperson of the Board, the Executive Director or the Foundation's Secretary. The officer receiving the request must promptly give notice to all Members of record entitled to vote. Said notice must state the location, date and time of the meeting, specify the general nature of the business to be transacted and provide that no other business than that set forth in said notice shall be transacted at said meeting. Said notice shall be given at least 20 days and no more than 90 days before the meeting date. The meeting date must be at least 35 days, but no more than 90 days after receipt of the written request for the special meeting. If notice of the special meeting is not provided to the Members within 20 days after the written request is received, the person(s) requesting the meeting may give notice to the Members in a manner consistent with this Section. Voting on any matter discussed at a special meeting shall be by written ballot consistent with the provisions of Section 8 of this Article of the Bylaws.

C. ACTION IN LIEU OF A MEETING

Any action that may be taken at any special meeting of Members may be taken without a meeting if the Foundation distributes, or otherwise makes available, a written ballot to every Member entitled to vote on the matter. Such written ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, provide a reasonable time within which to return the written ballot to the Foundation and otherwise conform to the requirements of Section 8 of this Article of the Bylaws. Said ballots shall also be accompanied by brief written arguments in favor of and against the proposed action, which arguments may be prepared and submitted by the Board of Directors, any LSB or by 10 or more Members, if they are provided no later than thirty (30) days prior to the date of mailing of said ballot.

SECTION 7. QUORUM

For purposes of any election or written ballot, a quorum of the Listener-Sponsor Members shall be ten percent (10%) of those Listener-Sponsor Members entitled to vote on the matter as of the applicable record date. A quorum of the Staff Members shall be one-third (1/3) of those Staff Members entitled to vote on the matter, as of the applicable record date. A quorum for any action requiring the approval of "the Members", as opposed to a separate vote by each class of Members, shall be 10% of all Members entitled to vote on the matter as of the applicable record date.

SECTION 8. VOTING: VOTING BY WRITTEN BALLOT

To ensure the opportunity for all Members to participate in the voting process, all voting shall be by written ballot distributed by mail, or otherwise made available, by the Foundation, or the Local Station Board with which the Members are affiliated, as appropriate, to each of the Members entitled to vote.

A. ELIGIBILITY TO VOTE

All Members in good-standing on the record date as determined under Section 10 of this Article of these Bylaws shall be entitled to vote by written ballot as to any matter that properly comes before the Members for a vote.

B. DISTRIBUTION OF BALLOTS

The Foundation shall make reasonable efforts to distribute, or otherwise make available, one written ballot to each Member entitled to vote on the matter. Where the Members are required to vote in classes, there shall be a ballot for Listener-Sponsor Members and a separate ballot for Staff Members. In the case of election of Delegates, there shall also be separate sets of ballots for the Members affiliated with each Foundation radio station. The ballots shall be mailed, or notice of the posting of the ballot on the Foundation's website shall be delivered, to Members at their postal address or electronic mailing address of record. All solicitations of votes by written ballot shall: (1) state the number of responses needed to meet the quorum requirement; (2) state, with respect to ballots other than for the election of Delegates, the percentage of approvals necessary to pass the measure or measures; (3) specify the time by which the ballot must be received in order to be counted; (4) include instructions for where to return the completed ballot; and (5) provide a reasonable time in which to return the ballot to the Foundation. With the exception of ballots related to the election of Delegates, each ballot so distributed shall also: (6) set forth the proposed action; and (7) give the Members an opportunity to specify their approval or disapproval of each proposal. Ballots relating to the election of Delegates shall also: (8) set forth the names of the candidates; and (9) give the Member an opportunity to select his/her choice(s) or rank his/her choices. The Foundation may, in its discretion, provide a secure means of voting by electronic means via the internet, provided however that Members shall still have the option of returning written ballots by mail. Any such internet voting shall have a coded system to identify Members and to prevent Members from casting more than one vote electronically or from voting by both mail and by internet.

C. NUMBER OF VOTES AND APPROVALS REQUIRED

Each Member shall be entitled to cast one vote on each matter submitted to the vote of the Members. Approval by written ballot shall be valid only when: (1) the number of votes cast by ballot within the time specified equals or exceeds the quorum required to authorize the action; and (2) the number of approvals equals or exceeds the percentage of votes required for approval of said action as set forth in these Bylaws. Unless otherwise specifically set forth in these Bylaws, when the Members vote in classes, a vote of a majority of those Listener-Sponsor Members voting in any matter and a vote of a majority of those Staff Members voting in any matter, provided that a quorum of votes for each class is obtained, shall be sufficient to approve an action or consent to any matter. Unless otherwise specifically set forth in these Bylaws, when the Members vote collectively as a group, a majority vote of the Members together, provided there is a quorum, shall be sufficient to approve an action or consent to any matter.

D. VALIDITY OF WRITTEN BALLOT

A PIN identification system shall be used, whereby each Member entitled to vote will be assigned a PIN Number that is printed on the ballot. The Foundation is entitled to reject a ballot if the ballot does not bear, or does not bear a valid, PIN Number. The Foundation and any officer or agent thereof who accepts or rejects a ballot in good faith and in accordance with the standards of this Section shall not be liable in damages to the Member for the consequences of the acceptance or rejection of his/her ballot. Action by the Foundation or its agent(s) based on the acceptance or rejection of a ballot under this Section is valid unless a court of competent jurisdiction determines otherwise.

E. ELECTION AND VOTING SUPERVISION

Consistent with the provisions of Article 4 of these Bylaws, the Members' elections of Delegates shall be supervised by a national elections supervisor and local elections supervisors and all said ballots shall be counted under their supervision at such place or places designated by the national elections supervisor. All other voting by Members shall be supervised by the Board of Directors, or the Board's designated agent, which shall also be responsible for ensuring and monitoring compliance with its voting procedures and processes and for counting ballots consistent with these Bylaws.

SECTION 9. MANNER OF NOTICE

Whenever notice to Members is required under these Bylaws, notices shall be submitted, at the Foundation's sole discretion, either personally, by first class, registered or certified mail, by electronic mail or by other means of written communication, charges, pre-paid, and shall be addressed to each Member entitled to vote at the postal address or email address of that Member as it appears on the Foundation's books or at the address given by the Member to the Foundation for purposes of notice.

If no address appears on the Foundation's books and no address has been given, then notice shall be deemed to have been given if notice is broadcast at least twenty-one (21) times on the Foundation radio station with which the Member is affiliated. Such broadcast notice shall be made at least 3 times per day on 7 consecutive days and shall state the web page address where the full notice is posted.

SECTION 10. RECORD DATE

The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or made available, to the Members, or 45 days before the taking of any other action, as applicable.

SECTION 11. PROXIES NOT PERMITTED

The voting rights of the Members shall be exercised by the Member personally and may not be exercised by alternates, by proxy or the like.

SECTION 1. DELEGATES DEFINED

The Members of each class for each Foundation radio station shall separately elect Delegates who shall serve as representatives of the Members in the election of Foundation Directors from each radio station area and who shall have such other duties and powers as are specified in these Bylaws.

SECTION 2. ELIGIBILITY; NOMINATION OF DELEGATES

A. LISTENER-SPONSOR DELEGATES

Any Listener-Sponsor Member in good standing, except radio station management personnel or Foundation management personnel or staff members, may be nominated for the position of Listener-Sponsor Delegate for the Foundation radio station with which s/he is affiliated by the signatures of fifteen (15) Listener-Sponsor Members in good standing who are also affiliated with that radio station, provided, however, that no person who holds any elected or appointed public office at any level of government -federal, state, or local - or is a candidate for such office shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

B. STAFF DELEGATES

Any Staff Member in good standing may be nominated for the office of Staff Delegate for the Foundation radio station with which s/he is affiliated by the signatures of five (5) Staff Members in good standing who are also affiliated with that radio station, provided, however, that no person who holds any elected or appointed public office at any level of government -federal, state, or local -or is a candidate for such office shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

SECTION 3. NOMINATION PROCEDURES

Each Member seeking to be a nominee shall submit: (1) the required number of nominating signatures on the form provided by the local elections supervisor; (2) a statement of whether the candidate is running for election as a Listener-Sponsor Delegate or a Staff Delegate; (3) a written statement of up to 500 words in length by the candidate introducing himself/herself and his/her interest in, or qualifications for, serving as a Delegate, which statement shall be distributed, or otherwise made available, to the Members entitled to vote along with the written ballot; and (4) a statement acknowledging that s/he has read and understood the "Fair Campaign Provisions"set forth in Section 9 of this Article of the Bylaws. The names of up to five (5) of the candidate's nominators may be listed at the end of a candidate's statement. Each candidate also may, but is not required to, for informational purposes indicate his/her gender and racial or ethnic heritage.

Prior to the opening of nominations for Delegates in any election year (prior to July 25th), the local Committee of Inclusion ("COI") (described in Section 4 of Article 8 of these Bylaws) shall establish diversity goals for the Delegate candidate pools for that station for both Listener Sponsor Delegates and Staff Delegates. The goal for candidate pools shall be to reasonably reflect the demographics of the applicable signal area, as the COI determines said demographics based upon available governmental, academic and organizational data sources. At the close of the nomination period on September 25th, the local COI shall within three days evaluate the pool of candidates to determine whether the diversity goals have been met. If the local COI determines that the diversity goals for the candidate pool(s) have not been met, the nomination period may be extended for two weeks -until October 9th -in the discretion of the local COI; and if the diversity goals have still not been met the nomination period may be extended for a second two weeks -until October 23rd -in the discretion of the local COI; provided, however, that the local COI must notify the local Elections Supervisor of any extension not later than three days after the close of nominations or any extension thereof and if the local Elections Supervisor is not timely notified there shall be no extension (i.e., not later than September 28 th for a first extension, and not later than October 12th for a second extension, if any). The latest date for close of nominations -- after two extensions -- shall be October 23rd. During any extension of the nominations period, the local COI and other appropriate local committees will be expected to conduct additional outreach efforts to under represented groups to enhance the diversity of the pool of candidates. If after two consecutive extensions, the diversity goals have not been met, the election of Delegates shall go forward regardless of the composition of the candidate pools

SECTION 6. ELECTION OF DELEGATES

All elections for Delegates shall be by written ballot, provided, however, that the elections supervisor shall also have the option of providing a secure electronic means of voting via the internet. Members shall only have the right to vote for Delegates for the Foundation radio station with which the Member is affiliated. Members shall vote in classes: Listener-Sponsor Members shall elect 18 Delegates for each radio station and Staff Members shall elect 6 Delegates for each radio station, for a total of twenty-four (24) Delegates for each Foundation radio station. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the second year, and no elections in the third year. The ballots shall be counted by the Single Transferable Voting Method. All ballots related to the election, and the removal, of any and all Delegates shall be filed with the Foundation Secretary and maintained with the corporate records for a period of three (3) years.

SECTION 7. ELECTIONS SUPERVISORS

A. NATIONAL ELECTIONS SUPERVISOR

In May of each year in which there will be an election of Delegates by the Members, the Executive Director shall appoint a national elections supervisor whose role shall be to oversee and certify the fairness of the Delegates elections in each station area and to confirm said elections' compliance with these Bylaws. The national elections supervisor shall also oversee the nominations process, the preparation of the ballots and the counting of the ballots and shall prepare a written statement reporting the results of every election for distribution to the Members or posting on the Foundation's and radio station's websites. To be eligible for appointment to the position of the national elections supervisor, said person shall not be an employee of the Foundation or any Foundation radio station or a Delegate, Officer, or Director of the Foundation or any LSB, or a radio station staff member, paid or unpaid. The national elections supervisor should be experienced with election procedures and supervision and preferably recommended by an organization experienced in elections procedures and supervision. The national elections supervisor does not have to be a Member of the Foundation. Upon the completion of, and certification of the results for, all of the elections, the national elections supervisor's term shall end.

B. LOCAL ELECTION SUPERVISORS

In preparation for an election of Delegates, the National Elections Supervisor shall appoint, subject to approval of the Executive Director, a local election supervisor for each Foundation radio station area. A local elections supervisor may not be an employee of the Foundation or any Foundation radio station or a Delegate, Officer, or Director of the Foundation or any LSB, or a radio station staff member, paid or unpaid. The local elections supervisors preferably should be experienced with election procedures and supervision. Under the direction and supervision of the National Elections Supervisor, each local election supervisor shall coordinate the elections of the Delegates for the radio station area to which s/he is assigned to ensure a fair election in compliance with the terms of these Bylaws. His/her duties shall include preparing a nomination petition form for use by all potential nominees, reviewing each potential candidate's nomination papers for eligibility and completeness, overseeing the preparation and distribution of the election ballot, closing the election, and counting and assisting with ballot counting, as requested. To assist him/her in the conduct and oversight of the election, each local elections supervisor may appoint a committee of volunteer Members, all of which volunteer Members the local elections supervisor must, in good faith and in his/her sole discretion, believe to be neutral individuals. Said committee shall consist of that number of volunteer Members the local elections supervisor deems necessary. The local elections supervisors do not have to be Members of the Foundation. Upon the completion of, and certification of the results for, the elections s/he supervised, each local elections supervisor's term shall end.

SECTION 8. FAIR CAMPAIGN PROVISIONS

No Foundation or radio station management or staff (paid or unpaid) may use or permit the use of radio station air time to endorse, campaign or recommend in favor of or against any candidate(s) for election as a Listener-Sponsor Delegate, nor may air time be made available to some Listener-Sponsor Delegate candidate(s) but not to others. All candidates for election as a Listener-Sponsor Delegate shall be given equal opportunity for equal air time, which air time shall include time for a statement by the candidate and a question and answer period with call-in listeners. No Foundation or radio station management or staff (paid or unpaid) may give any on-air endorsements to any candidate(s) for Listener-Sponsor Delegate. The Board of Directors may not, nor may any LSB, nor any committee of the Board or of an LSB, as a body, endorse any candidate(s) for election as a Delegate. However, an individual Director or Delegate may endorse or nominate candidate(s) in his/her individual capacity. In the event of any violation of these provisions for fair campaigning, the local Elections Supervisor and the National Elections Supervisor shall determine, in good faith and at their sole discretion, an appropriate remedy, up to and including disqualification of the candidate(s) and/or suspension from the air of the offending staff person(s) (paid or unpaid) for the remainder of the elections period. All candidates and staff members (paid and unpaid) shall sign a statement certifying that they have read and understood these fair campaign provisions.

SECTION 9. TRANSITION ELECTION OF DELEGATES

Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by resolution, shall establish a nomination and election time frame for said elections, which time frame may be shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws.

For this transition election only, the 3 Staff Delegates and 9 Listener-Sponsor Delegates for each radio station highest ranked in this first election shall serve for a term expiring December 2006, and the remaining 3 Staff Delegates and 9 Listener-Sponsor Delegates shall serve for a term expiring in December 2004. Beginning with the 2004 election of Delegates, Delegate elections shall thereafter proceed in accordance with the remainder of the provisions of this Article of these Bylaws.

For purposes of this transition election, only, local Committees of Inclusion shall be established consisting of one Director, three of the current Local Advisory Board Members from each radio station who shall, by Single Transferable Voting method, choose a minimum of three and a maximum of eleven additional Local COI members. These local Committees of Inclusion shall have three weeks after the opening of nominations to set diversity goals for the candidate pools for Delegate elections for their respective station areas. To avoid actual or potential conflicts of interest, no member of a local Committee of Inclusion may run for election as a Delegate (except that if all the current interim Directors from a station area intend to run for election, then one of them who shall be chosen by lot shall serve on the local Committee of Inclusion for his/her station area, and if there are not three LAB members who do not intend to run for election, then three LAB members shall be chosen by lot to serve on the local Committee of Inclusion).

SECTION 10. DELEGATES' TERMS OF OFFICE; TERM LIMITS

A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms, and in no event more than six (6) consecutive years. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term.

SECTION 11. REMOVAL OF DELEGATES

Any Delegate shall be removed from the position of Delegate, and cease to be a Delegate, upon the occurrence of any of the following: (A) said Delegate's death or resignation; (B) upon the occurrence of a disqualifying act, e.g. the appointment to an elected political office; (C) failure of a Delegate to attend three consecutive Local Station Board meetings, which absences have not been excused by a majority vote of the LSB members present at the meetings in question; (D) upon the fair and reasonable determination, by a ¾ vote of all the Directors of the Foundation, or a 2/3 vote of all the Delegates for the same radio station as the Delegate in question, at a meeting on said issue, after a review of the facts, that, in its sole discretion, said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the radio station; or (E) upon the majority vote of the class of Members associated with the radio station who originally elected the Delegate voting by written ballot in an election to remove said Delegate, provided that a quorum is established by written ballot, and further provided that before any such election may be held the Secretary of the appropriate Local Station Board shall first have received a petition signed by at least two percent (2%) of the appropriate class of Members affiliated with that radio station seeking said Delegate's removal due to conduct by the Delegate that is specifically alleged in the petition to be adverse to the best interest of the Foundation or the local radio station. In the event of a removal proceeding pursuant to this Section 12(D) or 12(E), the Delegate must be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard at the meeting or in writing if a written ballot is submitted to the Members. Any Delegate who is removed who was simultaneously serving as a Foundation Director or an officer of the Foundation or an LSB shall also be deemed removed from any and all of these positions and from any positions on a committee that s/he held by reason of his/her role as a Delegate or Director. Notice of a meeting to remove a Delegate must be given in writing at least thirty (30) days in advance. A Delegate removed pursuant to this Section 12(D) or 12(E) shall not be eligible for reelection as a Delegate for a period of three (3) years.

SECTION 12. FILLING OF VACANCIES

If a Delegate position becomes vacant mid-term, that Delegate shall be replaced for the remainder of his/her term by the highest ranked candidate from the last election of Delegates for that Class of Members for that station who was not elected and who is available and continues to meet the Delegate eligibility requirements as set forth in Section 2(A) or 2(B) of this Article of these Bylaws. In the event that no eligible and available candidate from the last election is found, then the Delegates for that radio station shall appoint a Member of the appropriate class to serve as Delegate and fill the seat for the remainder of the term.

SECTION 13. COMPENSATION

Delegates shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.

SECTION 1. BOARD OF DIRECTORS - ELIGIBILITY, NUMBER, POWERS AND DUTIES

A. DIRECTORS DEFINED

Directors are those natural persons who have been elected to and are serving on the Foundation's Board of Directors ("Board").

B. ELIGIBILITY

Any Delegate who is currently serving as a Delegate and has served at least one (1) year as a Delegate is eligible for election to the office of Director by the Delegates for his/her radio station area subject to Section 3 of this Article of the Bylaws. Any natural person who is not currently serving as a Delegate for any radio station area is eligible for nomination and election as an "affiliate"director or an "at large"director, subject to Section 4 or 5 of this Article of the Bylaws. Notwithstanding the foregoing, no person who holds any elected or appointed public office at any level of government -- federal, state, or local -- or is a candidate for such office, shall be eligible for election to the position of Director. A Director shall be deemed to have resigned the position of Director if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Director. This restriction shall not apply to civil service employment by governmental agencies.

C. NUMBER

There shall be a minimum of twenty-two (22) and a maximum of twenty-eight (28) Directors. The Board shall fix by resolution, from time to time, the exact number of Directors within the minimum and maximum numbers permitted herein. The Board shall have equal representation from each of the Foundation's five radio stations, There shall be four (4) "Station Representative Directors"from each radio station, three (3) of whom shall be Listener-Sponsor Delegates and one (1) of whom shall be a Staff delegate. There shall be two "Affiliate Representative Directors". In addition, the Board may provide by resolution for one "At-Large" Director as set forth in Section 5 of this Article of the Bylaws.

D. GENERAL POWER AND AUTHORITY

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members or Delegates of the Foundation, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

E. SPECIFIC POWERS AND DUTIES

Without prejudice to the general power of the Board set forth above in Section 1D of this Article of these Bylaws, and subject to any limitations set forth in these Bylaws, the ongoing duties and powers of the Board shall include, but not be limited to:

1. Ensuring and facilitating fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation;

2. Ensuring compliance with applicable state and federal laws;

3. Ensuring the financial health of the Foundation by adopting and monitoring an annual budget and overseeing an independent annual audit of the Foundation's books and accounts;

4. Ensuring regular communication with the Members;

5. Appointing, supervising and discharging the Foundation's Executive Director, Chief Financial Officer and all Foundation officers, prescribing powers and duties for them as are consistent with the law and these Bylaws, and setting salaries and wages;

6. Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;

7. Meeting at such regular times and places as required by these Bylaws and meeting at such other times as may be necessary in order to carry out the duties of the Board;

8. Registering their addresses, telephone numbers, facsimile telephone numbers and email addresses with the Foundation's Secretary. Notices of meetings mailed, transmitted by telecopier or facsimile, or emailed to them at such addresses shall be deemed valid notices thereof.

SECTION 2. TERM

The term of a Director shall be one (1) year. A Director may serve no more than five consecutive one-year terms. A Director shall not be eligible for further service as a Director until one year has elapsed after the termination of a Director's fifth consecutive one-year term.

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS

A. NOMINATION

Any current Delegate of any class of Members may nominate any other current Delegate of any class of Members serving the same radio station for the office of Director, provided that the nominee has served at least one year as a Delegate for that radio station. Said nominations shall be given in writing to the Recording Secretary for the radio station Local Station Board ("LSB") by December 31 prior to the election of Directors in January.

B. ELECTION

The Delegates for each radio station shall meet annually in late December or early January to elect four Directors to represent that radio station on the Board. The Delegates of both classes of Members, voting together, shall elect three Listener-Sponsor Directors using the Single Transferable Voting method, and shall elect one Staff Director using the Instant Runoff Voting method, to represent that radio station on the Board. The Staff Director must be a Staff Delegate. The Listener-Sponsor Directors must be Listener-Sponsor Delegates.

C. SEATING OF STATION REPRESENTATIVE DIRECTORS

Seating newly elected Station Representative Directors shall be the first order of business at the Meeting of the Board of Directors held in January each year.

SECTION 4. NOMINATION AND ELECTION OF AFFILIATE REPRESENTATIVE DIRECTORS

A. NOMINATION

Any Foundation "affiliate station"(as defined below) or any association of affiliate stations may nominate one or more candidates for the two Affiliate Director positions on the Board. Nominations shall close on February 15th each year and shall be submitted in writing to the Foundation Secretary. Every affiliate station or association of affiliate stations submitting nominee(s) shall include with said nomination(s) a written explanation of its procedure for selecting the nominee(s). Said statement shall be certified by the station general manager or the governing board secretary of each affiliate station nominating said candidate(s) or by the secretary of the association of affiliate stations, as appropriate. In addition, each nominee shall submit his/her resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Foundation Directors all materials submitted supporting each nominee not later than March 1st.

For purposes of this Section, an "affiliate station"shall be defined as any non-profit non-commercial broadcaster that broadcasts programming provided or distributed by the Foundation pursuant to a written agreement with the Foundation, including, for example, community radio stations, internet broadcasters or digital broadcasters, as such technology may be developed. An affiliate station shall not be a radio station whose broadcast license is held by the Foundation. For purposes of this Section, an "association of affiliate stations"shall be defined as any group of affiliate stations that have joined together to form an association, provided that said association has adopted bylaws and its membership is limited solely of affiliate stations.

B. ELECTION

As the first order of business at the Board meeting in March each year, the Directors present and voting (excluding any then current Affiliate or At-Large Directors from the vote) shall elect two (2) Affiliate Representative Directors from the nominees submitted by affiliate stations and/or affiliate station associations, using the Single Transferable Voting method. Affiliate Directors shall serve for a one-year term which shall commence immediately upon their election.

SECTION 5. NOMINATION AND ELECTION OF AT-LARGE DIRECTOR

A. NOMINATION

In the event that the Board resolves that there shall be an At-Large Director, then candidates for election as an "At-Large" Director shall be nominated by majority vote of the Delegates from a minimum of three radio stations, with the Delegates from each station voting separately. Nominations shall close on February 15th each year and shall be submitted in writing by that date to the Foundation Secretary together the nominee's resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Directors all materials submitted supporting each nominee not later than March 1st.

B. ELECTION

As the second order of business at the Board meeting in March each year in which an At-large director is to be elected, the Directors present and voting (excluding any then current Affiliate Representative or At-Large Directors from the vote) shall elect one (1) At-Large Director from the nominees submitted by the Delegates, using the Instant Runoff Voting method. The At-Large Director shall serve for a one year term which shall commence immediately upon his/her election.

SECTION 6. TRANSITION ELECTION

Following the adoption of these Bylaws, and within the time frame established by the interim Board, and following the transition election of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect four (4) Directors -three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election and contrary to the provisions of Section 3(A) of this Article, one year's previous service as a Delegate LSB shall not be an eligibility requirement. The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005. In addition, nominations for the two (2) Affiliate Directors shall be opened.

SECTION 7. REMOVAL OF DIRECTORS

Consistent with applicable law, any Director shall be removed from the position of Director, and cease to be a Director upon the occurrence of any of the following: (A) said Director's death or resignation; (B) upon the occurrence of a disqualifying act, e.g. candidacy, election or appointment to a political office; (C) failure of a Director to attend three consecutive Board meetings, which absences have not been excused by a majority vote of the Directors present and voting at the meetings in question; (D) upon the fair and reasonable determination by a 2/3 vote of all the Directors on the Board (excluding the Director in question) after a review of the facts that said Director has exhibited conduct that is adverse to the best interests of the Foundation; (E) upon the 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) of the radio station that elected said Director (excluding the vote of the Director in question) that said Director has exhibited conduct that is adverse to the best interests of the Foundation; or, in the case of an "Affiliate Representative"or "At-Large"Director, upon the vote of the Delegates from a minimum of three radio stations, voting separately, that said Director has exhibited conduct that is adverse to the best interests of the Foundation, provided that a 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) for each radio station shall be required to remove an "Affiliate Representative"or "At-Large"Director; or (F) upon the expiration or termination for any reason of said Director's term as a Delegate for his/her radio station s/he represents or upon the removal of the Director as a Delegate by the Members pursuant to Section 12 of Article 4 of these Bylaws. In the event of a removal proceeding pursuant to this Section 7(D) or 7(E), the Director shall be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard. Removal of a Director hereunder shall also constitute removal of said Director from any position as a Foundation Officer and from any positions on a committee that s/he held by nature of his/her role as a Director. Notice of a meeting to remove a Director must be given at least 30 days in advance of said meeting.

SECTION 8. FILLING VACANCIES ON THE BOARD

If a Director's seat previously held by a "Station Representative"Director becomes vacant for any reason, that seat shall be immediately filled for the remainder of the term by a Director elected by the Delegates from that radio station, provided, however, that if the previous Director was a Staff Director, the Delegates shall election a Staff Director and if the previous Director was a Listener-Sponsor Director, then a Listener-Sponsor Director shall be elected. If a Director's seat previously held by an "Affiliate Representative"or "At-Large"Director becomes vacant for any reason, that seat shall be filled for the remainder of that term by the majority vote of the Board from the most recent list of nominees it had received for "Affiliate Representative"or "At-Large"Directors, as applicable, or if none, then nominations shall be declared open and the seat shall be filled the following March for a new one-year term.

SECTION 9. COMPENSATION

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.

SECTION 10. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested person"means either: (1) Any person who currently is being or has been compensated by the Foundation for services rendered within the previous 12 months, whether as a full-time or part-time officer, employee, independent contractor, or otherwise, or (2) any brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 1. TIME AND PLACE OF MEETINGS

The "Annual Meeting"of the Board of Directors shall take place in late January each year, or at such other times and places as agreed by a majority vote of the Board of Directors. The Board shall also regularly meet in March, June and September of each year. The four regular Board meetings shall rotate through the five Foundation radio station areas so that meetings do not take place twice in the radio same station area until a meeting has been held in all other station areas.

SECTION 2. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, any two Officers of the Foundation, or by any three Directors.

SECTION 3. TELEPHONIC MEETINGS

The Board may hold special meetings, but not regular meetings, by telephone conference, video screen communication or other communications equipment, provided, however, that telephone appearance at meetings scheduled as "in-person"meetings is not permitted. Participation in a telephonic meeting under this Section shall constitute presence at the meeting if all of the following apply:

A. Each Director participating in the meeting can communicate concurrently with all other Directors.

B. Each Director is provided the means of participating in all matters for the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Foundation.

C. The Board has a means of verifying that the person participating at the meeting is a Director and that all votes cast during said meeting are cast only by Directors.

SECTION 4. NOTICE

Notice of every regular meeting of the Board of Directors, stating the time and place of said meeting, and the purposes thereof, shall be sent to each Director by first class mail, facsimile or email, according to the preference each Director specifies in writing to the Foundation's Secretary, at least thirty (30) days before any such meeting. Special meetings shall require only seven (7) days advance notice, but shall also require telephonic notice by leaving a message at the telephone number given to the Foundation's Secretary for such notice by each Director, and shall specify the purpose of the meeting. No additional business not stated in the notice shall be conducted at a special meeting. Notice of all meetings shall be placed on the Foundation's website and announced a minimum of 3 times daily on air for five consecutive days on all Foundation radio stations, beginning, whenever reasonably possible, no later than ten days before the date of said meeting.

Notice of a meeting hereunder will be deemed waived by a Director who affirmatively agrees to attend a meeting or to waive this advance notice requirement, signs a waiver of notice or a written consent to hold the meeting, or who attends the meeting without protesting prior to the meeting or upon commencement of the meeting to the lack of notice to that Director.

SECTION 5. QUORUM AND APPROVAL

A quorum at any meeting of the Board of Directors shall consist of a majority of the then serving Directors. If after a quorum has been established at a meeting of the Directors some Directors leave the meeting and there is no longer a quorum present, those Directors remaining may continue to take action so long as a resolution receives at least that number of affirmative votes as would constitute a majority of a quorum. (E.g., if the quorum is 12 Directors, and a majority of a quorum is 7 Directors, then so long as 7 Directors remain present and vote in the affirmative the resolution shall be adopted.) Except as otherwise expressly provided herein, the approval of a majority of the Board present and voting shall be required for any action of the Board.

SECTION 6. PROXIES

All action taken by Directors shall be taken by the elected Director personally. The powers of members of the Board may not be exercised by alternates, by proxy or the like.

SECTION 7. OPEN MEETINGS

All meetings of the Board of Directors and its committees shall be open to the Members and to the public, with the exception of those meetings dedicated to or predominantly regarding personnel, proprietary information, litigation and other matters requiring confidential advice of counsel involving commercial or financial information obtained on a privileged or confidential basis, or relating to a purchase of property or the use or engagement of services whenever the premature exposure of said purchase or sale, in the Board's sole opinion may compromise the legitimate business interest of the Foundation. In the event that all or a portion of a meeting is closed, the Board shall indicate in its notice of said meeting that the meeting or a part of it shall be closed. In addition, within a reasonable period after the closed meeting, the Foundation's Secretary shall post on the Foundation's website a general statement of the basis on which all or part of said meeting was closed.

No person shall be required, as a condition for attendance at any public meeting or to publicly comment, to register his/her name or to provide any other information. With the exception of telephone meetings, all public meetings of the Board and its committees shall include public comment periods. Public comment periods at Board meetings shall be not less than one hour, and at committee meetings, not less than one-half hour.

The Board shall make reasonable efforts to broadcast or webcast all its public meetings, and committee meetings, whether such meetings are in-person or telephonic.

SECTION 8. ACTION BY UNANIMOUS WRITTEN CONSENT

Any action that the Board is required or permitted to take may be taken without a meeting if all Directors consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the Foundation is a party and who is an "interested director"as defined in California Corporations Code Section 5233 (as it may be amended from time to time) shall not be required for approval of said transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with minutes of the proceedings of the Board.

SECTION 9. ACCESSIBILITY

All public Board meetings shall be held in spaces fully accessible as defined in the Americans with Disabilities Act and any other applicable state and federal laws. Properly closed sessions may be held otherwise unless this would preclude access for any individual entitled to attend.

SECTION 1. LOCAL STATION BOARDS

There shall be a standing committee of the Board of Directors for each Foundation radio station which shall be known as the Local Station Board ("LSB"). The powers, duties and responsibilities of the LSBs shall be those set forth in these Bylaws and such other powers, duties and responsibilities as the Board of Directors may from time to time delegate to them.

SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS

Each LSB shall consist of the 24 Delegates elected by the Members for that radio station - 18 Listener-Sponsor Delegates and 6 Staff Delegates. (Four of the Delegates for each radio station shall also concurrently serve as Directors of the Foundation, as set forth in Section 3 of Article 5 of the Bylaws.)

In addition, an "associate station,"if any, as that term is defined in Section 8 of this Article, may appoint one representative to the LSB of the radio station with which it is associated. Associate station representatives shall be voting members of the LSB; provided, however, that no associate station representative shall have the right to vote for the election or removal of any Foundation Director or Delegate nor may s/he be eligible for election by the Delegates to the office of Director. No LSB shall have more than a total of three (3) associate station representatives (and no more than one (1) from any one associate station) at any given time. The term of office of an associate station representative shall be three years, with a maximum of two consecutive three-year terms of service on an LSB.

The station's General Manager shall serve as a non-voting member of the station's LSB.

SECTION 3. SPECIFIC POWERS & DUTIES

Each LSB, acting as a standing committee of the Foundation's Board of Directors, shall have the following powers, duties and responsibilities related to its specific radio station, under the direction and supervision of the Foundation's Board of Directors:

A. To review and approve that station's budget and make quarterly reports to the Foundation's Board of Directors regarding the station's budget, actual income and expenditures.

B. To screen and select a pool of candidates for the position of General Manager of its respective radio station, from which pool of approved candidates the Executive Director shall hire the station's General Manager.. The LSB may appoint a special sub-committee for this purpose.

C. To prepare an annual written evaluation of the station's General Manager.

D. Both the Executive Director and/or an LSB may initiate the process to fire a station General Manager. However, to effectuate it, both the Executive Director and the LSB must agree to fire said General Manager. If the Executive Director and the LSB cannot agree, the decision to terminate or retain said General Manager shall be made by the Board of Directors.

E. To screen and select a pool of candidates for the position of station Program Director, from which pool of approved candidates the station's General Manager shall hire the station's Program Director. The LSB may appoint a special sub-committee for this purpose.

F. To prepare an annual written evaluation of the station's Program Director.

G. To work with station management to ensure that station programming fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station, and that station policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming.

H. To conduct "Town Hall"style meetings at least twice a year, devoted to hearing listeners views, needs and concerns.

I. To assist in station fundraising activities.

J. To actively reach out to under represented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations, and ages and to help build collaborative relations with organizations working for similar purposes.

K. To perform community needs assessments, or see to it that separate "Community Advisory Committees"are formed to do so.

L. To ensure that the station works diligently towards the goal of diversity in staffing at all levels and maintenance of a discrimination-free atmosphere in the workplace.

M. To exercise all of its powers and duties with care, loyalty, diligence and sound business judgment consistent with the manner in which those terms are generally defined under applicable California law.

SECTION 4. OTHER LOCAL STATION BOARD POWERS AND AUTHORITY

By resolution, the Foundation's Board of Directors may delegate any other corporate powers it deems appropriate to an LSB with regard to that specific radio station. Any such power delegated to an LSB is subject to revocation at any time by the Board of Directors. Any and all actions, resolutions and policies taken or adopted by an LSB may be overridden by a majority vote of the Directors if said action, resolution or policy is found by the Board of Directors to be adverse to the mission and/or charitable or business purposes of the Foundation, to exceed the power or authority granted to said LSB or to be inconsistent with these Bylaws, the Articles or applicable laws and regulations.

SECTION 5. ELECTION OF OFFICERS

Each Local Station Board shall elect a Chair, a Vice-Chair, a Recording Secretary, and a Treasurer, who shall be elected annually at the December meeting of the LSB for a term of one year using the Instant Runoff Voting method. Each of these officers shall serve at the pleasure of the LSB and shall have those powers and shall perform those duties as may be prescribed by its LSB. With the exception of the Chair and the Vice Chair, an officer of an LSB is not required to be a Delegate. Local Station Board officers may not serve concurrently as Foundation Directors, and must resign their position as an LSB officer if elected to the Board of Directors.

SECTION 6. MEETINGS

A. FREQUENCY

Each LSB shall meet as often as required to accomplish it duties, but not less than every other month .

B. TIME AND PLACE

The LSB shall establish, by majority vote, the time and place of each meeting, provided, however that no meeting shall occur sooner than ten (10) days from the date of the vote scheduling said meeting without the unanimous agreement of all the LSB officers that a shorter period is required to address urgent matters and, in the event of less than 10-days notice, notice shall be given by telephone message to all LSB members at least 24 hours before the meeting. There shall be a meeting of the LSB in December each year to seat newly elected Delegates and to elect LSB officers, and in early January to elect Director(s). Meetings shall be held within the local radio station area in facilities of sufficient size to accommodate Members affiliated with that radio station and the public, preferably in the station.

C. MEMBERS & PUBLIC PARTICIPATION

LSB meetings shall be open to the public and to all Members, with the exception of those meetings dedicated to, or predominantly regarding, personnel, proprietary information, litigation and other matters requiring confidential advice of counsel, involving commercial or financial information obtained on a privileged or confidential basis or relating to a purchase of property or the use or engagement of services whenever the premature exposure of said purchase or sale, in the LSB's sole opinion, may compromise the legitimate business interest of said radio station or the Foundation. In the event that all or a portion of a meeting is closed, the LSB shall indicate in its notice of said meeting that the meeting or a part of it shall be closed. In addition, within a reasonable period after the closed meeting, the LSB's Secretary shall post on the station's website a general statement of the basis on which all or part of said meeting was closed. Each meeting shall include a public comment period of not less than thirty (30) minutes. No person shall be required, as a condition for attendance at any public meeting or to publicly comment, to register his/her name or to provide any other information.

D. NOTICE

The public and all Members shall be notified of each LSB meeting. Four on-air announcements, made during prime time on the radio station on four different days, beginning, whenever feasible, at least 7 days prior to the date of each meeting, shall be considered adequate notice. In the event of LSB meetings convened on short notice for urgent business, all reasonable efforts shall be made to broadcast notice of the meeting at least three times during prime time for two days prior to the meeting. Whenever feasible, notice shall also be posted on the station's website at least 7 days prior to the date of each meeting.

E. RECORD KEEPING AND RULEMAKING

Meetings and actions of the LSB shall be governed by the provisions of these Bylaws. A book of Minutes of all meetings and actions of the LSB shall be kept and shall be filed with the records of the LSB, which book shall include the time and place of each meeting, the notice given, how authorized, any waivers or consents, the names of those present, and a summary of the proceedings. Minutes of closed meetings shall be maintained, but sealed as confidential. A copy of all Minutes and actions of the LSB shall also be forwarded to the Foundation's Secretary for maintenance pursuant to Section 1(A) of Article 12 of these Bylaws. Each LSB may adopt additional rules for the governance of its LSB so long as the rules are not inconsistent with these Bylaws.

SECTION 7. QUORUM AND APPROVAL

A quorum at any meeting of an LSB shall be a majority of the then currently serving LSB members, not including the Station Manager. Associate station representatives shall not be counted for purposes of establishing a quorum for matters on which they are not entitled to vote. If after a quorum has been established at a meeting of the LSB some of the LSB members leave the meeting and there is no longer a quorum present, those LSB members remaining may continue to take action so long as a resolution receives at least that number of affirmative votes as would constitute a majority of a quorum. (E.g., if the quorum is 13 LSB members, and a majority of a quorum is 7, then so long as 7 LSB members remain present and vote in the affirmative the resolution shall be adopted.) Except as otherwise expressly provided in these Bylaws, the approval of a majority of the LSB members present and voting shall be required for any action of said LSB. In the event that the vote on any motion results in a tie, the motion shall not pass.

SECTION 8. ASSOCIATE STATIONS

A Foundation radio station may choose to associate with any geographically contiguous community radio station for the purpose of re-broadcasting no less than seventy-five percent (75%) of that Foundation radio station's programming. The terms of said association shall be memorialized in a written agreement between the Foundation radio station and the community radio station, which agreement must first be approved by the Board of Directors to be effective. Such a community radio station must produce some local programming, operate under a mission statement compatible with that of the Foundation and have a democratically elected station board. Such a community radio station will be referred to as an "associate station", which station is different from an "affiliate station"as referenced in Section 4(A) of Article 5 of these Bylaws. An associate station may be permitted to appoint one (1) representative to the LSB of the Foundation radio station with which it is affiliated for a term of three years commencing in December of the year of appointment, provided, however, that no LSB shall have representatives from more than 3 associate stations on its LSB.

Associate station representatives sitting on LSBs are subject to removal by either their own station boards according to their own respective terms of accountability and appropriateness or by the majority vote of all the LSB (excluding the vote of the associate station representative in question). The LSB must notify the associate station board at least 30 days prior to any vote to remove its representative about any difficulties or concerns regarding its associate station representative in order to provide said associate radio station the opportunity to consult with its representative about the LSB's concerns and/or to designate a replacement representative.

SECTION 9. PROXIES NOT PERMITTED

All actions taken by LSB members shall be taken personally. The powers of Delegates and associate station representatives may not be exercised by alternates, by proxy or the like.

SECTION 10. LOCAL STATION BOARD ADVISORY COMMITTEES

A. An LSB may, by resolution, designate one or more advisory committees, to serve at the pleasure, direction, and supervision of the LSB. Any such advisory committee shall include, at least, two (2) LSB members. Members affiliated with that radio station shall be eligible for appointment to a committee. Station Advisory Committee members shall not be considered agents of the Foundation or the radio station and shall not have the authority to bind the Foundation or the radio station with which it is affiliated.

B. Meetings and actions of local station advisory committees shall be governed by the provisions of Section 6 of this Article of these Bylaws with such changes as are necessary in said provisions to substitute the committee(s) and its members for the LSB and its members, except that the time of regular meetings of committees may be determined by resolution of the LSB as well as a vote of the committee and that the committees shall not be required to meet in December or January unless they otherwise agree, or the LSB resolves that it should do so, and provided that notice of committee meetings shall be deemed adequate if announced at LSB meetings and, when feasible, posted on the station's web page. Special meetings of committees may also be called by resolution of the LSB or the committee. The LSB may adopt additional rules for government of any committee that are not inconsistent with the provisions of these Bylaws.

C. The general duty of advisory committees shall be to advise the LSB on the issues for which the committee was created. Advisory committees shall have only those duties and powers set forth by resolution of the LSB, which powers shall not include the power to: (1) approve any action which, under the California Nonprofit Public Benefit Corporation Law or these Bylaws, requires the approval of the Members, Directors, the LSB, or the Delegates; (2) fill vacancies on the Board, LSB or on any committee; (3) amend or repeal these Bylaws or adopt new bylaws; (4) amend or repeal any resolution of the Board or the LSB; (5) create any other committees of the Board or LSB; (6) approve or execute any contract or transaction; or (7) incur any indebtedness, or borrow money, on behalf of the Foundation or any LSB.

SECTION 1. COMMITTEES OF THE BOARD

In addition to the Local Station Boards, the Board of Directors may, by resolution, designate one or more committees, to serve at the pleasure of the Board. Any such committee shall have only such authority as provided by resolution of the Board and no committee may without full Board review and approval:

A. Approve any action which, under the California Nonprofit Public Benefit Corporation Law or these Bylaws, also requires the approval of the Members or the Delegates;

B. Fill vacancies on the Board or in any committee (except that Delegates may fill vacancies on the board for their local station area);

C. Fix compensation for Directors for serving on the Board or on any committee;

D. Amend or repeal these Bylaws or adopt new bylaws;

E. Amend or repeal any resolution of the Board;

F. Create any other committees of the Board or appoint members of the committees to the Board, provided, however, LSBs shall be entitled to create subcommittees of the LSB;

G. Approve or execute any contract or transaction to which the Foundation is a party; or

H. Incur any indebtedness, or borrow money, on behalf of the Foundation.

SECTION 2. COMPOSITION OF BOARD COMMITTEES

Except as otherwise provided in these Bylaws, all committees shall include at least one Director from each Foundation radio station and two Delegates, who are not then serving as Directors, from each radio station, provided, however, that the inclusion of Delegates on a committee shall not be required where the Board by a majority vote determines that the privileged, sensitive or confidential nature of the matters to be addressed by said committee preclude the inclusion of LSB Delegates as committee members in order for said committee to effectively and efficiently perform its duties. The Board may designate one or more Directors as alternate members of any committee. Director committee members shall be selected by a majority vote of the Board using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the Board shall use the single transferable method of voting to select committee members. Delegate committee members shall be elected by their respective LSBs using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the LSBs shall use the single transferable method of voting to select committee members.

SECTION 3. STANDING COMMITTEES

In addition to the LSBs for each of the Foundation's radio stations, the Board of Directors shall also have the following standing committees: (A) a Coordinating Committee, which shall coordinate Board activities between meetings, which committee shall include as members all Foundation officers and at least one Director from each radio station area, but shall not include any non-Director LSB Delegates, provided however that the Coordinating Committee shall not be considered an "executive committee" and shall not exercise any powers of the Board without Board approval; (B) a Governance Committee, which shall regularly review the Foundation's bylaws and policies for governance of Board activities; (C) a Technology Committee, which shall advise the Board as to emerging technologies; (D) a Programming Committee, which shall insure that programming at all Foundation radio stations meets and fulfills the Foundation's purposes as stated in the Articles of Incorporation; (E) a Finance Committee, The Finance Committee which shall review and recommend the annual budget for board approval and shall monitor and report Foundation financial activities at least quarterly and shall include as members the Chief Financial Officer, a Director from each radio station area and the treasurers of each LSB. (The chair of the Finance Committee shall be a Director who may be referred to as the Board "Treasurer". However, the Board Treasurer shall not be an officer of the Foundation. The Foundation's Chief Financial Officer shall be an employee of the Foundation and shall not be the Board Treasurer. The Board Treasurer shall not represent him/herself to any party as an officer of the Foundation nor may s/he sign documents on behalf of the Foundation requiring the signature of the Chief Financial Officer nor represent him/herself to have any authority to bind the Foundation.); and (F) an Audit Committee, which shall oversee the annual audit of the Foundation's books and shall not include Finance committee members.

SECTION 5. MEETINGS AND ACTIONS OF COMMITTEES.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. Special meetings of committees may be called by resolution of the Board or by the committee Chair or by any two committee members and notice of special meetings of committees shall also be given to all alternate committee members, who shall have the right to attend all meetings of the committee. Any committee member shall have the right to place a matter on the agenda for discussion by the committee. The Board may adopt additional rules for the government of any committee that are not inconsistent with the provisions of these Bylaws.

SECTION 1. DESIGNATION OF OFFICERS

The officers of the Foundation shall be a Chairperson, a Vice Chairperson, an Executive Director, a Secretary, and a Chief Financial Officer. The Foundation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer shall serve concurrently as the Chairperson of the Board or the Executive Director. With the exception of the Chairperson of the Board and the Vice-Chairperson of the Board, no officer is required to be a Director.

SECTION 2. ELECTION OF OFFICERS; TERM

The officers of the Foundation shall be appointed and/or elected by the Board of Directors, and each shall serve at the pleasure of the Board (subject to the rights, if any, of an officer under any contract of employment, if any). With the exception of the Executive Director and the Chief Financial Officer, all officers shall serve for a term of one (1) year, unless s/he resigns, is removed or is otherwise disqualified to serve prior to the expiration of his/her term, and shall be elected by the Board at its annual meeting in January each year using the Instant Runoff Voting method. (The Chair, Vice Chair and Secretary shall be elected at the first meeting of the Board following the adoption of these Bylaws for terms to expire in January 2005, subject to the rights, if any, of an officer under any contract of employment, if any.)

SECTION 3. REMOVAL AND RESIGNATION OF OFFICERS

A. Subject to the rights, if any, of an officer, under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting thereof.

B. Any officer may resign at any time by giving written notice to the Board. Any such resignation shall take effect upon the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Foundation under any contract to which the officer is a party.

SECTION 4. VACANCIES IN OFFICES

A vacancy in any office of an officer because of death, resignation, removal, disqualification or any other cause shall be filled for the remainder of the term by the Board.

SECTION 5. CHAIRPERSON OF THE BOARD

The Chairperson of the Board shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board or prescribed by these Bylaws.

SECTION 6. VICE CHAIRPERSON OF THE BOARD

The Vice Chairperson of the Board shall, in the absence of the Chairperson, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board or prescribed by these Bylaws.

SECTION 7. EXECUTIVE DIRECTOR

A. The President of the Foundation shall be referred to as the "Executive Director."The Executive Director shall be the general manager, chief executive officer and chief administrator of the Foundation. S/he shall be selected, supervised and discharged by the Board. In addition, his/her performance will also be subject to annual evaluation by each LSB, which may make recommendations to the Board.

B. Subject to the control of the Board, the Executive Director shall have general supervision, direction and control of the business and the officers of the Foundation and the primary responsibility for implementing the directives, decisions and policies of the Foundation and the Board pertaining to administration, personnel, programming, financing and public relations. The Executive Director shall generally promote, coordinate and supervise the mission of the Foundation and shall have such powers and perform such duties as may be delegated or assigned to him/her by the Board.

SECTION 8. SECRETARY

A. The Secretary shall keep or cause to be kept at the principal executive office, or such other place as the Board may designate, a book of minutes of all meetings and actions of the Board and committees of the Board, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, any waivers or consent the names of those present at every Board and committee meetings, and the proceedings thereof. Minutes of closed meetings shall be maintained but sealed as confidential.

B. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by law to be given, and s/he shall keep the seal of the Foundation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.

SECTION 9. CHIEF FINANCIAL OFFICER

A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Foundation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and retained earnings. . The books of account shall be open at all reasonable times to inspection by any Director upon demand.

B. The Chief Financial Officer shall cause to be deposited all moneys and other valuables in the name and to the credit of the Foundation with such depositories as may be designated by the Board. S/he shall cause the funds of the Foundation to be disbursed as s/he may be properly directed from time to time, shall render to the Executive Director and the Board an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the Foundation whenever requested, and shall have other such powers and perform such other duties as may be prescribed by the Board or the Bylaws.

SECTION 1. MEMBERSHIP NOT TRANSFERABLE

One's position as a Member, Delegate, Director or Officer of the Foundation shall not be transferable and may not be assigned or inherited.

SECTION 2. EFFECT OF TERMINATION OF MEMBERSHIP OR POSITION -NO CLAIMS OR REFUNDS

Except as specifically set forth herein, no withdrawn or terminated Members, Delegates, Directors or Officers (nor their heirs or personal representatives) shall have any claim whatsoever upon the assets of the Foundation, or any claim whatsoever arising out of said membership or the holding of any office or position in the Foundation. Furthermore, no Member, Delegate, Directors or Officers shall be entitled to the return of any monies contributed to the Foundation or any Foundation radio station.

SECTION 1. NON-LIABILITY OF DIRECTORS, OFFICERS, & DELEGATES

Directors, Officers and Delegates shall not be personally liable for the debts, liabilities, or other obligations of the Foundation and private property of such individuals shall be exempt from Foundation debts or liabilities, subject to the applicable provisions of California's Corporation Code, unless said debts, liabilities or other obligations are the direct result of intentional misconduct by a Director, Officer or Delegate. The personal liability of Directors, Delegates and Officers shall be eliminated to the fullest extent permitted by California law.

SECTION 2. DEFINITIONS: AGENTS, PROCEEDINGS AND EXPENSES

For the purposes of this Article, "agent" means any person who is or was a Director, Officer, Delegate, employee or agent of this Foundation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Section 3 or Section 4 of this Article.

SECTION 3. ACTIONS OTHER THAN BY THE FOUNDATION

Subject to the provisions of Section 5238 of the California Corporations Code (as amended from time to time), the Foundation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Foundation to procure a judgment in its favor, an action brought under Section 5233 of the California Corporations Code or an action brought by the Attorney General or a person granted relator status for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the Foundation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Foundation, and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Foundation or that the person had reasonable cause to believe that his or her conduct was unlawful.

SECTION 4. ACTIONS BY THE FOUNDATION

Subject to the provisions of Section 5238 of the California Corporations Code (as amended from time to time), the Foundation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Foundation to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Foundation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of the Foundation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification, however, shall be made under this section:

A. In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to this Foundation in the performance of that person's duty to this Foundation, unless and only to the extent that the court in which that action was brought shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to be indemnified for the expenses which the court shall determine; or

B. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, if said settlement or disposition was not first approved by the Board.

SECTION 5. SUCCESSFUL DEFENSE BY AGENT

To the extent that an agent of this Foundation has been successful on the merits in defense of any proceedings referred to in Section 3 or Section 4 of this Article, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

SECTION 6. REQUIRED APPROVAL

Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Foundation only if authorized upon a determination that indemnification of the agent in the specific case is proper because the agent has met the applicable standard of conduct set forth in Section 3 or Section 4 of this Article, by:

A. A majority vote of a quorum of the Board who are not parties to the proceeding; or

B. The court in which the proceeding is or was pending, upon application made by this Foundation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Foundation.

SECTION 7. ADVANCE OF EXPENSES

Subject to the provisions of Section 5238 of the California Corporations Code (as amended from time to time), expenses incurred in defending any proceeding may be advanced by this Foundation before the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be ultimately determined that the agent is entitled to be indemnified as authorized in this Article.

SECTION 8. OTHER CONTRACTUAL RIGHTS

Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and Officers of this Foundation or any subsidiary hereof may be entitled by contract or otherwise.

SECTION 9. LIMITATIONS

No indemnification shall be made hereunder, except as provided in Section 5 and Section 6(B) of this Article, or as otherwise required by law, in any circumstance where it appears:

A. That it would be inconsistent with a provision of the Articles of Incorporation, the Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

B. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

SECTION 10. INSURANCE

The Foundation may, upon a determination by the Board, purchase and maintain insurance on behalf of any agent of the Foundation against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent's status as such, whether or not this Foundation would have the power to indemnify the agent against that liability under the provision of this Article.

SECTION 11. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN

This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Foundation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

SECTION 12. AMENDMENT TO CALIFORNIA LAW

In the event that California Law regarding indemnification of directors, officers, employees and other agents of this Foundation, as in effect at the time of adoption of these Bylaws, is subsequently amended to in any way increase the scope of permissible indemnification beyond that set forth herein, the indemnification authorized by this Article shall be deemed to be coextensive with the maximum afforded by the California Law as so amended.

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The Foundation shall keep at its principal office in the State of California:

A. MINUTES

Minutes of all meetings of the Board of Directors, LSBs, of committees of the Board and LSBs and, if held, of Members, indicating the time and place of the holding of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; as well as all waivers of notice and consents to holding of Board or LSB meetings, notices and statements regarding closed meetings, approval of board minutes and written consents to Board action without a meeting. Minutes of closed meetings must be put under seal.

B. BOOKS AND RECORDS

Adequate and correct books and records of account.

C. MEMBERSHIP RECORDS

A record of its Members indicating their names, addresses, class of membership, the radio station s/he is affiliated with and the termination date of any membership.

D. ARTICLES AND BYLAWS

A copy of the Foundation's Articles of Incorporation and Bylaws, as amended from time to time, which shall be open to inspection by the Members of the Foundation at all reasonable times during office hours or available upon written request.

E. TAX RECORDS

A copy of the Foundation's annual information return on IRS Form 990 for each of the preceding 3 years and a copy of the Foundation's approved application for recognition of exemption.

SECTION 2. CORPORATE SEAL

The Board may adopt, use, and, at will, alter, a corporate seal. Such seal shall be kept at the principal office of the Foundation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS

Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation's books, records and documents of every kind and to inspect the physical properties of the Foundation.

SECTION 4. MEMBERS' INSPECTION RIGHTS

Members of the Foundation shall have the following inspection rights, but only for a purpose reasonably related to such person's interests as a Member of the Foundation, and subject to the Foundation's right to provide a reasonable alternative method for achieving the Member's articulated purpose:

A. To inspect and copy the record of all Members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the Foundation, which demand shall state the purpose for which the inspection rights are requested. Where the Foundation reasonably believes that the information will be used for an improper purpose, or where the Foundation provides a reasonable alternative to achieve the Member's articulated purpose, the Foundation may deny the Member access to its membership list and information;

B. To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the Foundation by the Member, for a purpose reasonably related to such person's interests as a Member, provided, however, that said Member will not be permitted to review sealed Minutes from closed meetings; and

C. To inspect and review copies of reports filed by the Foundation with the Attorney General consistent with Section 6324 of the California Corporations Code.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

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

SECTION 6. ANNUAL REPORT TO THE BOARD

The Foundation shall cause an annual report to be prepared and furnished to the Board not later than one hundred and twenty (120) days after the close of the Foundation's fiscal year and, upon payment of reasonable copying costs by the Member, to any Member who requests it in writing, which report shall contain the following information in appropriate detail:

A. The assets and liabilities, including the trust funds, of the Foundation as of the end of the fiscal year;

B. The principal changes in assets and liabilities, including trust funds, during the fiscal year;

C. The revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, for the fiscal year; and

D. The expenses or disbursements of the Foundation, for both general and restricted purposes, during the fiscal year.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Foundation that such statement(s) were prepared without audit from the books and records of the Foundation.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS

The Foundation must furnish a statement to its Members and Directors by posting it at each of its radio stations and posting it on the Foundation's website and, at the Foundation's discretion, by otherwise delivering it to them within one hundred and twenty (120) days after the close of its fiscal year. Said statement shall briefly describe:

A. The amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any Officer, Delegate or Director of the Foundation pursuant to Section 5238 of the California Corporations Code, provided that no such report need be made if the indemnification or advance was approved in advance by the Members;

B. Any transaction involving fifty thousand dollars ($50,000) to which the Foundation was a party during the previous fiscal year in which a Director, Delegate or Officer had a direct or indirect material financial interest or which was one of a number of transactions involving the same Director, Delegate or Officer and which transactions in the aggregate involved more than $50,000. Said statement shall briefly indicate the names of the interested persons involved in such transactions, stating each person's relationship to the Foundation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

SECTION 8. ANNUAL REPORTS TO THIRD PARTIES

A. The Foundation shall file with the California Secretary of State a biannual statement containing the names and addresses of its Executive Director, Secretary and Chief Financial Officer, the street address of its principal California office, and a designation of an agent for the service of process, which statement must be provided on the appropriate Secretary of State form.

B. In addition to providing a copy of the Foundation's annual report set forth in Section 6 of this Article and the annual statement in Section 7 of this Article, the Foundation shall also annually file with the Attorney General a Registration/Renewal Fee Report within four months and 15 days after the end of the Foundation's fiscal year.

SECTION 9. EXEMPT ACTIVITIES

Notwithstanding any other provision of these Bylaws, no Member, trustee, Officer, employee, Director, Delegate or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code and regulations as they now exist or as they may hereafter be amended.

SECTION 1. DEFINITIONS

A "CONFLICT OF INTEREST" is any circumstance described in Section 2 of this Article, or such substantially similar circumstances.

An "INTERESTED PERSON" is any person serving as a Director, Officer, Delegate, associate station representative, employee, or member of a committee of the Board or LSB.

A "FAMILY MEMBER" is a brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of an Interested Person.

A "FINANCIAL INTEREST" in an entity is a direct or indirect financial interest, which, in view of all the circumstances, would, or reasonably could, affect an Interested Person's or Family Member's judgment with respect to transactions to which the entity is a party.

SECTION 2. CONFLICT OF INTEREST DEFINED

A Conflict of Interest exists where the financial or business interests of an Interested Person are or may be inconsistent with the best interests of the Foundation. The following circumstances shall be deemed to create a Conflict of Interest:

A. A contract or transaction between the Foundation (or a Foundation radio station) and an Interested Person or Family Member.

B. A contract or transaction between the Foundation (or a Foundation radio station) and an entity in which an Interested Person or Family Member has a Financial Interest or with which such Person has a relationship, for example as a director, officer, trustee, partner, or guardian.

C. A compensation arrangement between any entity or individual with which the Foundation (or a Foundation radio station) has a contract or transaction and an Interested Person or Family Member.

D. A compensation arrangement between any entity or individual with which the Foundation (or a Foundation radio station) has a contract or transaction and an entity in which an Interested Party or Family Member has a Financial Interest.

E. An Interested Person competing with the Foundation in the rendering of services or in any other contract or transaction with a third party.

F. An Interested Person accepting gifts, entertainment or other favors from any individual or entity that: (1) does or is seeking to do business with, or is a competitor of, the Foundation (or a Foundation radio station); or (2) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from the Foundation (or a Foundation radio station), in both cases under circumstances where it might be reasonably inferred that such action was intended to influence or would likely influence the Interested Person in the performance of his or her duties.

SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES

An Interested Person must disclose in writing all material facts related to an actual or potential Conflict of Interest to the Board and/or the members of a committee considering a proposed contract or transaction to which the Conflict of Interest relates. If a contract or transaction is not being considered by the Board or a committee, the required disclosure must be made to the Board Chairperson. Until a Conflict of Interest has been voted upon by the Board in accordance with this Section 3, an Interested Person shall refrain from any action that might affect the Foundation's participation, or that of any of its radio stations, in any contract or transaction affected by a Conflict of Interest.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party's presence, and vote on the contract or transaction in question. If the Interested Person is a Director, s/he may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

The Board shall determine by a majority vote of the disinterested Directors whether a Conflict of Interest exists and, if so, whether it is in the Foundation's (or a Foundation radio station's) best interest to nonetheless enter into the contract or transaction. If appropriate, the Board Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:

A. that the contract or transaction is for the benefit of the Foundation; and

B. that the contract or transaction is fair and reasonable; and

C. that the Foundation is not likely to obtain a more advantageous arrangement with reasonable effort under the circumstances.

The minutes of the Board or committee meeting shall reflect: that the Conflict of Interest was disclosed; the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote; and that the Interested Person abstained from voting.

SECTION 4. VIOLATIONS OF THE CONFLICTS OF INTEREST PROCEDURES

If the Board or committee believes that an Interested Person has failed to disclose an actual or potential Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.

If, after hearing the response of the Interested Person and making any further investigation, the Board reasonably believes is warranted in the circumstances, the Board determines that the Interested Person has in fact failed to disclose an actual or potential Conflict of Interest, it shall take that action it, in its sole discretion, believes to be appropriate in light of the circumstances.

SECTION 1. METHOD

In addition to the provisions of California Corporations Code §6610(b), the Members of the Foundation may elect to voluntarily dissolve the Foundation in the following manner:

A. A petition for the voluntary dissolution must be signed by ten (10%) percent of the Members of the Foundation and submitted to the Foundation's Secretary. Within 45 days of the Board's receipt of said petition, a vote of the Board on said petition for voluntary dissolution shall be held.

B. If a majority of all Directors of the Board vote in favor of voluntary dissolution, then the matter shall be submitted to a vote of the Members (within 45 days after the Board's vote) via a ballot prepared and distributed in accordance with the terms of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws. An action for voluntary dissolution shall be deemed approved upon the majority vote of the Members voting, provided that a quorum is met.

C. If the Directors of the Board vote against, or fail to approve, voluntary dissolution, then the matter shall be submitted to a vote of the Members (within 45 days after the Board's vote) via a ballot prepared and distributed in accordance with the terms of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws. An action for dissolution under this Section 1(C) shall be deemed approved upon the majority vote of all the Members.

D. The Attorney General must be notified in the event of the commencement of a voluntary dissolution of the Foundation.

SECTION 2. DISPOSITION OF ASSETS

Upon the dissolution of the Foundation, the Board shall, after paying or making provisions for payment of all known debts and liabilities of the Foundation, dispose of the assets in a manner consistent with the Foundation's mission as set forth in its Articles of Incorporation and/or to such organization(s) as shall at the time appear devoted to the same mission as this Foundation, subject to the approval of the Attorney General.

SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION

No Member, Director, Delegate, Officer, employee, or other person connected with the Foundation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Foundation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws or is fixed by resolution or approval of the Board. No person(s) shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Foundation. All Members of the Foundation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Foundation, whether voluntarily or involuntarily, the assets of the Foundation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation, Bylaws and/or California law and not otherwise.

SECTION 1. VOTING METHODS

Unless otherwise expressly provided in these Bylaws, all elections by the Members, Delegates, Directors, and LSBs, shall be conducted by the Single Transferable Voting method where there is more than one seat or position to be filled, and by the Instant Runoff Voting Method where there is only one seat or position to be filled.

A. SINGLE TRANSFERABLE VOTING METHOD.

The following manner of single transferable voting shall be used in order to achieve proportional representation:

1. Each ballot shall list all candidates for the position and give each voter the option of voting for one candidate or of ranking the candidates in order of preference.

2. Vote counting shall start with a tabulation of each voter's first, or only, choice vote.

3. A threshold number of votes a candidate needs to be elected shall then be established ("Threshold"). The Threshold shall be that number which is equal to the total number of valid ballots cast divided by the sum of one plus the number of seats to be filled, plus one {[total number of valid ballots cast/(1 + the number of seats to be filled)] +1}.

4. Those candidates receiving the Threshold number of votes, or more, shall be declared elected. Votes acquired by a candidate in excess of the Threshold shall be deemed that candidate's "surplus."

5. If no candidates, or an insufficient number of candidates, obtain a winning number of votes to be elected, then in order to fill those remaining seat(s), votes shall be transferred as follows:

a. Transfer of surplus votes shall commence with the candidate having the largest surplus. A portion of that candidate's surplus votes shall be transferred to the next candidate choice of those voters who elected him/her. The portion of the surplus distributable to the next candidate choice shall be that amount determined by dividing the transferring candidate's surplus amount by the total number of votes received by that candidate. (For example, if the candidate received 1000 votes and the threshold was 900 votes, then s/he had a surplus of 100 votes. Therefore 0.10 (100/1000) of a vote from each of those 1,000 ballots is transferred to those voters' next choices.) Votes may not be transferred to candidates who have already been elected (nor may votes be transferred to candidates who have been eliminated as set forth below.) When a voter's next choice is not eligible for receipt of transferred votes, that portion of a vote shall be transferred to that voter's next indicated choice unless all choices on that ballot have been exhausted. If all choices on that ballot have been exhausted, that portion of a vote shall be transferred to a special "exhausted vote"tally. After the transfer of all that candidate's surplus votes, a tally shall be taken.

b. If said tally does not result in a sufficient number of winning candidates to fill the remaining seats and if the previous transfer of surplus votes creates a new surplus, then surplus votes of the candidate then having the largest surplus shall be transferred to those voters' next choices, consistent with subsection (a) above, until all said candidate's surplus has been transferred or all declared choices on a ballot have been exhausted.

c. After each distribution of a candidate's surplus, a tally shall be taken to determine the winning candidate(s). This process of distributing surplus votes shall continue until all open seats are filled, until all surplus votes have been transferred or until ballot choices have been exhausted.

d. If, after all surplus votes have been distributed in the manner described above, there remain unfilled seats, the candidate with the least number of votes shall be eliminated and his/her votes at their current value shall be transferred to those voters' next choice candidates who have not been previously declared elected or eliminated. The order in which candidates are eliminated shall be recorded as their ranking (highest rank given to the last eliminated, lowest rank given to the first eliminated). If there is a tie as to the candidate with the least number of votes, the candidate to be first eliminated shall be decided by drawing straws. Once all of that eliminated candidate's votes have been transferred, a new tally shall be taken to determine new winning candidates, if any. If there are no new winning candidates, then the candidate remaining with the least number of votes shall be eliminated and his/her votes at their current value shall be transferred, as above, until there are one or more new winning candidates. The new winning candidate(s) surplus votes shall then be distributed as in (a) through (c) above.

e. If, at any point when eliminating candidates under point (d) above, it can be determined that the elimination of more than one candidate is mathematically inevitable, then all such candidates may be eliminated at the same time. Elimination of multiple candidates is mathematically inevitable when:

i. The number of unelected candidates remaining after the elimination is equal to or greater than the number of unfilled seats; and

ii. The total of all votes allocated to the candidates in question is less than the total number of votes of the candidate with the next higher vote count.

f. This process of distributing surplus votes of winning candidates and eliminating losing candidates, as described in (b) through (e) above, shall be repeated until all seats have been filled, or until the number of unfilled seats equals the number of continuing candidates. In the latter case, all remaining continuing candidates are declared elected.

B. INSTANT RUNOFF VOTING METHOD

For purposes of these Bylaws, the method for Instant Runoff Voting shall be as follows:

1. Each voter shall have one vote.

2. Each ballot shall list all candidates for the position, on which ballot the voter shall rank the candidates in order of preference (with 1 representing the voter's first choice, 2 representing the voter's second choice and so on).

3. Vote counting shall start with a tabulation of all first choices among the voters. If any candidate receives a majority of the first choice votes, that candidate is declared the winner.

4. If no candidate achieves a majority, the "last place candidate"(defined as the candidate receiving the least number of first choice votes) is eliminated. In the case of a tie for last place, the first to be eliminated will be decided by lot. The votes of the voters who ranked the eliminated candidate as their first choice are redistributed to said voters' next-choice candidate(s) as indicated on their ballots. Any votes where there is no second choice indicated on the ballot go to an "exhausted vote"tally.

5. After this redistribution, the votes are tabulated again. If no candidate receives a majority of the non-exhausted votes, then the last place candidate after this vote is eliminated and the votes of those voters who ranked him/her as their highest choice among continuing candidates are redistributed to each of said voter's next-choice candidate, or to the "exhausted vote"tally if no further choices remain on the ballot. Another tabulation is then done.

6. This process of successively eliminating last place candidates, redistributing votes and tabulating continues until only one candidate remains or a candidate gains more than 50% of the non-exhausted votes.

The rules contained in Robert's Rules of Order Newly Revised, as amended from time to time, shall govern the Foundation as to the conduct of meetings of the Board, the LSBs, and committees, to the extent they are not inconsistent with these Bylaws or any special rules of order which the Foundation may adopt.

SECTION 1. AMENDMENT OF BYLAWS

A. PROPOSING AMENDMENTS

Amendments may be proposed by:

1. six (6) Directors;

2. a majority vote of the Delegates of each of two radio stations; or

3. a petition signed by at least one percent (1%) of all Members, which petition to be considered "proposed"must be delivered to the Foundation's Secretary.

B. VOTING AND APPROVAL

1. Unless the Board by a 2/3 vote decides otherwise, there shall be a maximum of one ballot per 12-month period related to the amendment of the Foundation's Bylaws, which annual voting period shall be determined by the Board. All properly proposed Bylaw amendments shall be held until that date which is 60 days before the earliest of the voting dates of the Board and of the Delegates, as determined by the Board (the "Notice Date"). On the Notice Date, the proposed amendment(s) to the Bylaws shall be posted on the Foundation's website and the Foundation's radio stations shall broadcast an announcement twice a day for a period of 60 days (the "Notice Period") regarding the existence of the proposed amendment(s) on the Foundation's website for review and the upcoming vote by the Board and Delegates regarding said amendment(s). The results of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments.

2. In order for new Bylaws to be adopted, or these Bylaws amended or repealed, and subject to Section 1(B)(3) of this Article, below:

a. except as provided in Section 1(B)(3) below, the proposed amendment(s) must be approved by the majority of all Directors on the Board and by the majority vote of all the Delegates of at least three of the Foundation radio stations.. The Delegates shall vote on the proposed amendment(s) within the same calendar month as the Board; or

b. in the case of amendment(s) proposed by Member petition pursuant to Section 1(A)(3) above, said proposed amendment(s) must first be presented to the Board and the Delegates for approval as set forth in Section 1(B)(2)(i) above. If any proposed amendment is approved by the Board and the Delegates, then, unless membership approval is required under Section 1(B)(3) below, the amendment shall be adopted. If any proposed amendment is not approved by the Board and Delegates, then it shall be submitted to the Members for approval and shall be adopted if approved by the Members as set forth in Section 1(B)(4) below.

3. The Members shall vote on any proposed amendment approved by the Board and the Delegates, even if said amendment was not proposed by Member petition, if said amendment would do any of the following:

a. increase or extend the terms of Directors or Delegates;

b. increase the quorum for Members' meetings or Members' actions;

c. change proxy rights;

d. authorize cumulative voting or a change in the voting method or manner of counting ballots; or

e. materially and adversely affect a Member's rights as to voting or transfer.

In the event that a proposed amendment would do any one of the above-mentioned five things, it shall not be adopted unless also approved by the Members; provided however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would materially and adversely affect the rights of that class as to voting or transfer in a manner different than such action affects another class.

4. If a vote of the Members is required hereunder for the approval of any proposed amendment, then no later than 60 days after the vote of the Board and Delegates above, written ballots shall be distributed, or otherwise made available to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, to vote on the proposed amendments. To be approved, a proposed amendment must receive the approval of the Members by a majority vote, provided that a quorum must be established by written ballot. If the proposed amendment would impact one class of Members differently from another class, the Members shall vote in classes and the vote of the Members of each class, by majority vote, shall be required to approve the amendment, provided that a quorum of each class must be established by written ballot. The results of said amendment ballot shall be reported within 30 days of the date the ballots must be returned to be counted and shall be posted on the Foundation's website.

5. Notwithstanding any of the provisions of this Section 1(B), these bylaws may not be amended or repealed if said amendment or repeal would: (i) violate any state or federal statute or regulation; (ii) conflict with the Foundation's Articles of Incorporation; or (iii) create conflicting provisions in these bylaws.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION

A. PROPOSING AMENDMENTS

Amendments to the Articles of Incorporation may be proposed by:

1. 6 Directors;

2. a majority vote of the Delegates of each of two Foundation radio stations; or

3. by a petition signed by 2% of all Members, which petition to be considered "proposed"shall be delivered to the Foundation's Secretary.

B. APPROVING AMENDMENTS

1. The Board and Delegates shall vote on all amendments to the Articles proposed pursuant to Section 2(A) above within 90 days from that date on which the Foundation's Secretary receives the Members' petition or receives notice of the Board proposal or the Delegates' vote proposing said amendment.

2. In order for an amendment to the Articles proposed pursuant to Section 2(A), above, to be approved or adopted, and subject to Section 2(B)(5) below:

a. the proposed amendment(s) must be approved by:

i. the 2/3 vote of all Directors;

ii. the 2/3 vote of all the Delegates of at least three the Foundation radio stations (the Delegates shall vote on the proposed amendment(s) within the same calendar month as the Board); and

iii. the 2/3 vote of the Members, provided a quorum of the Members has been established by written ballot; OR

b. in the case of an amendment(s) proposed by Member petition pursuant to Section 2(A)(3) above, said amendment may be adopted in the absence of an affirmative vote by the Board and/or the Delegates if said proposed amendment(s) is approved by a 3/4 vote of the Members, provided a quorum of the Members has been established by written ballot.

3. Notice of a proposed amendment to the Articles shall be shall be posted on the Foundation's website on that date which is 60 days before the earliest of the voting dates of the Board and of the Delegates, as determined by the Board (the "Notice Date") and the Foundation's radio stations shall broadcast an announcement twice a day for a period of 60 days (the "Notice Period") regarding the existence of the proposed amendment(s) on the Foundation's website for review and the upcoming vote by the Board and Delegates regarding said amendment(s). The results of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments.

4. No later than 30 days after the vote of the Board and the Delegates, written ballots shall be distributed, or otherwise made available to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, to vote on the proposed amendment(s). The results of said amendment ballot shall be reported within 30 days of the date the ballots must be returned to be counted and shall be posted on the Foundation's website.

5. Notwithstanding any of the provisions of this Section 2(B), these Articles may not be amended or repealed if said amendment would: (i) violate any state or federal statute or regulation; or (ii) conflict with other provisions of the Articles.

In the event that any provision of these Bylaws is or becomes illegal, unenforceable or invalid in whole or in part for any reason, the Board of Directors shall have the right to amend said provision, pursuant to Sections 1(A) and 2(B) of Article 17 of these Bylaws and in a time frame shorter than that set forth in Article 17, to bring said provision in conformity with applicable law.

CERTIFICATION OF BYLAWS

THIS IS TO CERTIFY, that I am the duly elected, qualified and acting Secretary of PACIFICA FOUNDATION, a California non-profit corporation, and that the foregoing First Amended and Restated Bylaws were approved for the Foundation by 2/3rds of the Interim Board of Directors present and voting at a Directors' meeting on June ___, 2003. I also certify that, consistent with the requirements of that certain settlement agreement dated December 12, 2001 of the consolidated lawsuits of Adelson et al v. Pacifica Foundation et al, The People of the State of California, ex rel Spooner et al v. Pacifica Foundation et al, and Robinson et al v. Pacifica Foundation et al., Alameda County Superior Court Case No. 814461-0, certain portions of these Bylaws were approved by majority vote of at least three of the Foundation's radio station Local Advisory Boards ("LABs")as follows: KPFA LAB approved/ disapproved on July ____, 2003; KPFK LAB approved/ disapproved on July ____, 2003; WBAI LAB approved/ disapproved on July ____, 2003; KPFT LAB approved/disapproved on July ____, 2003 and WPFW LAB approved/disapproved on July ____, 2003.

IN WITNESS WHEREOF, I have hereto set my hand this ____TH day of_____, 2003.

_______________________________

Carol Spooner, Secretary

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• 6-19-03 bylaws draft index