February 26, 2003
Interim Board of Directors
Pacifica Foundation

Dear Board Members:

Enclosed is the "Final" draft of the proposed Bylaws. This draft corrects the mistakes in the draft sent to you with a ballot last Friday (February 21st) as to the percentage of votes necessary for certain actions by the members — for removal of Delegates, and amendments to the Bylaws and Articles. We have also cleaned up several ambiguities in language, distinguishing the role of Delegates as representatives of the Members in the election of Directors, from their role as members of standing committees of the Board of Directors on the Local Station Boards, and we have reversed the order of Article 4 (Election of Delegates) and Article 5 (Local Station Boards), as the more logical order.

Please destroy the draft you previously received and use this draft with the ballot attached to it if you vote by mail.

As you know, in order to be adopted, these bylaws require the vote of approval of 2/3rds of the Interim Board of Directors present and voting (or voting by mail), and certain sections require the approval of at least three of the five Local Advisory Boards.

If you are unable to attend the board meeting in Los Angeles on March 7-9, you may vote to adopt or reject these bylaws by mail. I have enclosed a ballot for you. The ballot must be received by the board Chair BEFORE the commencement of the meeting in order to be counted. As the meeting will commence Friday evening, March 7th, at 6:30 p.m., your ballot must be received no later than that date and time. To insure that the board Chair receives your ballot in time to be counted, please mail or Fed Ex it to our Los Angeles board member, Dave Fertig. Dave will deliver all ballots he receives to the Board Chair prior to the commencement of the board meeting Friday evening, March 7th.

I recommend these bylaws to you as the best compromise possible among the various interests and parties involved. I believe we have all done admirable and difficult work in reaching these compromises through dialogue and good will — in the best spirit of Pacifica — and that these bylaws deserve your vote of approval.

If you have any questions, please feel free to call me.

Pacifica means Peace.

Carol Spooner

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A "red-lined" version of the draft may be found at:
http://fpnn.home.mindspring.com/Redlined022803BylawsDraft.htm
MS Word version:
http://KPFK.Netskier.Net/Governance/Bylaws/Drafts/2003-02-26/

_________________________

FIRST AMENDED AND RESTATED BYLAWS

OF

PACIFICA FOUNDATION

A California Non-Profit Public Benefit Corporation

ARTICLE ONE

IDENTITY AND PURPOSE

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:

A.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.

B.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.

C.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.

D. 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.

E. 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 4. COMMITMENT TO DIVERSITY

The Foundation is committed to providing for a wide diversity of participation in its operations, committees and governance structures to the fullest extent permissible under applicable state and federal laws and regulations.

ARTICLE TWO

OFFICES OF THE FOUNDATION

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 places 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.

ARTICLE THREE

MEMBERS OF THE FOUNDATION

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."

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

All Members shall be considered members of the Foundation. For purposes of voting and exercising their rights hereunder, Members shall be considered affiliated with one of the Foundation’s radio stations. Members shall be considered 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 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 the right to vote, on the terms and in the manner set forth in these Bylaws, on the election and removal of Delegate; on the sale, exchange, transfer or disposition of all or substantially all of the Foundation’s assets, including, but not limited to, any of its 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 16 of these Bylaws; and on any amendment to the Articles.

SECTION 6. MEETINGS OF THE MEMBERS.

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, 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.

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

Each Member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the Member and filed with the Secretary of the Local Station Board of the radio station with which s/he is affiliated; provided, however, that no proxy shall be valid after 11 months from the date of the proxy unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the proxy date.

ARTICLE FOUR

ELECTION OF DELEGATES

SECTION 1. ELECTIONS SUPERVISORS

SECTION 2. ELIGIBILITY; NOMINATION OF DELEGATES

1. ELIGIBILITY

1. 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 on an LSB of a Foundation radio station with which s/he is affiliated by obtaining the signatures on the nomination petition form 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.
2. Any Staff Member in good standing may be nominated for the office of Staff Delegate on an LSB of a Foundation radio station with which s/he is affiliated by the signatures on the nomination petition form 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.

1. NOMINATION PROCEDURES

SECTION 3. 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 elect Delegates to sit on the LSB of the Foundation radio station with which the Member is affiliated. Members shall vote in classes: only Listener-Sponsor Members are entitled to vote for Listener-Sponsor Delegates and only Staff Members are entitled to vote for Staff Delegates. There shall be a total of twenty-four elected (24) Delegates for each LSB: 6 Staff Delegates and 18 Listener-Sponsor Delegates. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates to be held on the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates to be held on the second year and no elections on the third year. The ballots for said elections shall be prepared, distributed, processed and counted consistent with the terms of Section 8 of Article 3 of these Bylaws. 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 4. ELECTION TIME FRAME

In a Delegate election year, the nominations for vacating seats shall open on July 25^th and remain open for sixty-two (62) days, closing on September 25^th. The national and local election supervisors shall thereafter prepare the written ballot listing all of the candidates and setting forth all other information required by these Bylaws. Ballots shall be mailed, or otherwise made available, to the Members on October 15^th (or the following day if October 15^th is a mail holiday). To be counted a ballot must be received on or before November 15^th (the "Election Close Date"). All ballots shall be held sealed until the Election Close Date. If the required quorum of ballots is not received by the Elections Close Date, then the Elections Close Date shall be extended by two additional weeks. The national and local elections supervisors shall have up to 15 days after the Election Close Date to count the ballots and to certify the results to the LSBs and the Board, which results must also be reported to the Members by December 1^st or, if the Election Close Date was extended, by December 15^th, on the Foundation’s and the radio stations’ websites. If no quorum of ballots is obtained by the extended date, then those LSB Delegates whose terms would have expired upon the election of new Delegates shall remain in office until the next scheduled Delegate election.

SECTION 5. DELEGATES’ TERMS OF OFFICE

A Delegate’s term of office on an LSB, unless extended pursuant to Section 4 above, 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. An associate station representative’s term on an LSB shall be 3 years.

SECTION 6. 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 for election as a Listener-Sponsor Delegate, nor may air time be made available to some Listener-Sponsor Delegate candidates 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 written endorsements to any candidate for Listener-Sponsor Delegate. The Board of Directors may not, nor may any LSB or 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 who is a Member in good standing may endorse or nominate candidates in his/her own name. 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 and/or suspension from the air of the offending staff person (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 7. 2003 TRANSITION ELECTION

Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001^[1], , 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 timeframe for said elections, which timeframe may be shorter and on dates other than those set forth in Sections 3 and 4 of this Article 4 of these Bylaws. The interim Board of Directors shall also, by resolution, establish a nomination and election timeframe for these newly Delegates to elect a Board of Directors pursuant to Section 5 of Article 6 of these Bylaws, which timeframe may be shorter and on dates other than those set forth in Section 3 of Article 6 and, if applicable, Section 4 of Article 6 of these Bylaws.

Contrary to the provisions of Sections 3 and 5 of this Article 4 of these Bylaws, in each station area, the 3 Staff Delegates and 9 Listener-Sponsor Delegates highest ranked in this first election shall serve for a term expiring December 2005. Contrary to the provisions of Sections 3 and 5 of this Article 4 of these Bylaws, in each station area, the next highest ranked 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 4 of these Bylaws.

^[1]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.

ARTICLE FIVE

LOCAL STATION BOARDS

SECTION 1. LOCAL STATION BOARDS

Each Foundation radio station shall have a Local Station Board ("LSB") whose duties and responsibilities shall be those set forth in these Bylaws. Each LSB shall serve as a standing committee of the Foundation’s Board of Directors for its respective radio station area.

SECTION 2. COMPOSITION OF THE LSB

Each LSB shall consist of the Delegates elected by the Members for that station area - 18 of whom shall have been elected by Listener-Sponsor Members and 6 of whom shall have been elected by Staff Members, all of whom shall be collectively referred to as "Delegates." (The Delegates also serve as representatives of the Members in the election of the Foundation’s Board of Directors, and four Directors elected from among the Delegates from each station area shall concurrently serve on the Board of Directors.) In addition, an "associate station," as that term is defined in Section 8 of this Article 5, may also appoint one representative to the LSB of the radio station with which it is associated. Associate station representatives shall also have voting rights on the LSB; provided, however, that that no associate station representative shall vote for the election or removal of any 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 3 associate station representatives (and no more than 1 from any one associate station) at any given time.

The station’s General Manager shall serve as a non-voting member of his/her 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 authority and responsibility, related to its specific radio station and radio station area, under the direction and supervision of the Foundation’s Board of Directors:

1. 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.
2. To select candidates for the position of General Manager of its respective radio station. The Executive Director shall select and hire a General Manager from the candidates proposed by the LSBs.
3. To prepare an annual written evaluation of the station’s General Manager.
4. Both the Executive Director and/or an LSB may initiate the process to fire a 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.
5. To screen and develop a pool of candidates for the position of station Program Director, from which pool the station’s General Manager shall hire the station’s Program Director.
6. To prepare an annual written evaluation of the station’s Program Director.
7. 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.
8. To conduct "Town Hall" style meetings at least twice a year, devoted to hearing listeners views, needs and concerns.
9. To assist in station fundraising activities.
10. To actively reach out to underrepresented 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.
11. To perform community needs assessments, or see to it that separate "Community Advisory Committees" are formed to do so.
12. 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.
13. 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 LSB 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 meeting of the December meeting of the LSB for a term of one year using the Instant Runoff Voting method, which method of voting is set forth in Section 14 of this Article 5. 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 does not have 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

1. FREQUENCY

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

2. TIME AND PLACE

The LSB shall establish, by a 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 to seat newly elected Delegates and to elect LSB officers, and in 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.

3. 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.

4. NOTICE

SECTION 7. QUORUM AND APPROVAL

A quorum at any meeting of an LSB shall be a majority of the LSB, including its Delegates and, if any, its associate station representatives, but not including the Station Manager. Associate station representatives should not be counted for purposes of a quorum for matters on which they are not entitled to vote. Except as otherwise expressly provided herein, the approval of a majority of the LSB, including Delegates and associate station representatives, if any, 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

SECTION 9. 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 LSB meetings, which absences have not been excused by a majority vote of the LSB Delegates present at the meetings in question; (D) upon the fair and reasonable determination, by a 2/3 vote of all the Directors on the Board of Directors or a 2/3 vote of all the Delegates of the LSB on which the Delegate sits, 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 appropriate LSB shall first have received a petition signed by at least two percent (2%) of the appropriate class of Members affiliated with its radio station area seeking said Delegate’s removal due to conduct, which must be factually set forth in the petition, by the Delegate that is alleged 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 9(D) or 9(E), the Delegate will 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 that is removed who was simultaneously serving as a Foundation Director or a Foundation or LSB officer shall also be deemed removed from any and all of these positions and from any positions on a committee that s/he held by nature of his/her role as a Delegate or Director. Notice of a meeting to remove a Delegate must be given at least thirty (30) days in advance. A Delegate removed pursuant to this Section 9 (D) or (E) shall be ineligible for reelection as a Delegate for a period of three (3) years.

SECTION 10. FILLING OF VACANCIES

If a seat on an LSB becomes vacant mid-term, that seat shall be filled for the remainder of the term by that LSB, which shall appoint as the replacement Delegate that candidate from the last Delegate election with the highest ranking among those candidates on said ballot who were not elected, so long as said person continues to meet Delegate eligibility requirements as set forth in Section 2(A) of Article 4 of these Bylaws. In the event said candidate is ineligible, or unavailable, to serve, the LSB shall proceed successively to the next highest ranked candidate on said ballot who was not elected until an eligible and available candidate to fill the vacancy is found. In the event that no eligible and available candidate is found, then the LSB shall appoint a Member to serve as Delegate and fill the seat for the remainder of the term.

SECTION 11. 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 12. PROXIES

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

SECTION 13. LOCAL STATION ADVISORY COMMITTEES

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 without express LSB approval.

SECTION 14. INSTANT RUNOFF VOTING METHOD.

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

ARTICLE SIX

BOARD OF DIRECTORS OF THE FOUNDATION

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

A. DIRECTORS DEFINED

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

B. ELIGIBILITY

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

Ensuring compliance with applicable state and federal laws;

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;

Ensuring regular communication with the Members;

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;

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, as the Board deems appropriate;

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;

Registering their addresses, telephone number, facsimile telephone number 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 three (3) years. A Director may serve no more than two consecutive three-year terms. A Director shall not be eligible for further services as a Director until one year has elapsed after the termination of a Director’s second consecutive three-year term. In the event that a Director’s term as a Delegate expires prior to the expiration of his/her term as a Director, and said Director is not re-elected as a Delegate, said Director’s term shall expire at the same time as his/her term as a Delegate expires.

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS

NOMINATION

Any current Delegate may nominate any other current Delegate serving the same radio station area for the office of Director, provided that the nominee has served at least one year as a Delegate for that radio station area, and further provided that no more than one staff Delegate may serve as a Director from the same radio station area at the same time. Said nominations shall be given in writing to the Recording Secretary for the LSB by December 31 prior to the election of Directors in January.

ELECTION

SECTION 4. NOMINATION AND ELECTION OF AT-LARGE DIRECTORS

B. ELECTION

SECTION 5. 2003 TRANSITION ELECTION

Following the adoption of these Bylaws, consistent with that Settlement Agreement dated December 12, 2001^[2], , the interim Board shall by resolution set the number of Directors within the range set forth in Section 1(C) of this Article 6. Within the timeframe established by the interim Board and following the election of the Delegates pursuant to Section 7 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect 4 Directors — 3 of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and 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 6, one year’s previous service as a Delegate LSB shall not be an eligibility requirement. Contrary to the provisions of Section 2 of this Article 6, the term of the Listener-Sponsor Directors elected during this transition election shall be determined by his/her ranking in the election. The highest ranked Listener-Sponsor Director from each station area shall serve for a term expiring in January 2006; the next highest ranked Listener-Sponsor Director from each station shall serve for a term expiring in January 2005; and the next highest ranked Listener-Sponsor Director from each station area shall serve until January 2004. In the event of a tie vote, the ranking and terms of the Listener-Sponsor Directors shall be determined by drawing straws. The term of the Staff Director from each station area shall be determined by writing the expiration dates on paper and placing them in a hat --- January 2006, January 2005, and January 2004. The Chair of the LSB shall draw from the hat to determine the expiration of the Staff Director’s term when his/her replacement is seated. Beginning with the election for the Director seat(s) that expires in January 2004, all nominations and elections for Directors shall thereafter proceed in accordance with the remainder of the provisions of this Article 6 of these Bylaws. If any Director’s term as a Delegate expires prior to his/her term as a Director and s/he is not re-elected as a Delegate, then his/her term as a Director shall terminate and the local station Delegates shall elect a replacement for the remainder of the term. If the interim Board sets the number of Directors at more than twenty (but no more than twenty-three), then nominations will be accepted pursuant to these bylaws until October 31, 2003, and any "at large" Directors will be elected by the Board in January 2004.

^[1]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.

SECTION 6. SEATING OF DIRECTORS

All newly elected Directors shall be seated at the Meeting of the Board of Directors held in January, in which month their term shall commence.

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, in its sole discretion, 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 station area 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 "at-large" Director, upon the vote of the Delegates from a minimum of three station areas, voting separately by station area, 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 station area shall be required to remove an "at large" Director; or (F) upon the expiration of said Director’s term as a Delegate for the station area that elected him/her or upon the removal of the Director as a Delegate by the Members pursuant to Section 9 of Article 5 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 Director elected by the Delegates from a station area becomes vacant for any reason, that seat shall be filled for the remainder of the term by a Director elected by the Delegates from that station area, 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, however, a Director’s seat previously held by an 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 at-large Directors, if any, or if none, then nominations shall be declared open and the seat shall be filled the following January for a new three-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 persons" means either:

SECTION 1. TIME AND PLACE OF MEETINGS

The Annual Meeting of the Board of Directors shall take place in January, 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 Board meetings shall rotate through the five radio station areas so that meetings do not take place twice in the 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:

1. Each Director participating in the meeting can communicate concurrently with all other Directors.
2. 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.

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. 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. These periods for Board meetings shall be not less than one hour, and for committee meetings, not less than one-half hour. The Board will use reasonable efforts to broadcast or webcast its public telephonic meetings.

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 and referenced in Section 10 of Article 6 of these Bylaws 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

Reasonable efforts will be made to hold all public Board meetings in spaces fully accessible as defined in the Americans with Disability 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.

ARTICLE EIGHT

COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1. COMMITTEES OF THE BOARD

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:

1. 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;
2. Fill vacancies on the Board or in any committee (except that Delegates may fill vacancies on the board for their local station area);
3. Fix compensation for Directors for serving on the Board or on any committee;
4. Amend or repeal these Bylaws or adopt new bylaws;
5. Amend or repeal any resolution of the Board;
6. Create any other committees of the Board or appoint members of the committees to the Board, provided, however, LSBs shall be entitled to create committees pursuant to Sections 3(K) and 13 of Article 5 of these Bylaws;
7. Approve or execute any contract or transaction to which the Foundation is a party; or
8. Incur any indebtedness, or borrow money, on behalf of the Foundation.

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 LSB, provided, however, that the inclusion of LSB 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, set forth in Section 8(E) of Article 3, to select committee members. LSB Delegate committee members shall be selected by a majority vote of 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, set forth in Section 8(E) of Article 3, to select committee members.

SECTION 2. STANDING COMMITTEES

In addition to an LSB 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 chair of which shall be a Director and shall be referred to as the Foundation’s "Treasurer" (however, the Foundation’s Chief Financial Officer shall be an employee and shall not be the "Treasurer" and the "Treasurer" shall not sign documents on behalf of the Foundation requiring the signature of the Chief Financial Officer nor represent him/herself to have such authority), which shall review and recommend the annual budget for board approval and shall monitor and report Foundation financial activities and shall include as members the Chief Financial Officer, a Director from each radio station area and the treasurer of each LSB; and (F) an Audit Committee, which shall oversee the annual audit of the Foundation’s books and shall not include Finance committee members. The Board, by resolution, may expand or revise the role, authority and/or powers of these, or any other, committees it establishes.

In addition, there shall be established, in each of the Foundation’s radio station areas, committees of the Board to monitor the under-representation of communities in their respective radio station areas. These "Committees of Inclusion" will monitor both station programming and staffing in consultation with the LSBs. They will also monitor the diversity of election candidates and work with the LSBs’ outreach committees to improve the diversity of election candidates at the local and national level. These Committees of Inclusion shall monitor diversity participation in consultation with the general manager, local committees and the Board, the status of which will be published and maintained in each respective radio station area. Communities deemed to be under-represented by the Committees of Inclusion will be identified and the extent of their under-representation shall be communicated to the Board, the respective LSB and any local outreach committees. Station managers and outreach committees will be expected to consider these communities in their future decisions about staffing, programming, and candidate outreach, subject to any applicable state and federal laws and regulations. All station managers and Committees of Inclusion will report to the Board and their respective LSBs quarterly on the status of diversity within their radio station areas. The Board shall query and monitor radio station areas with identified under-represented communities and any plans for addressing these under-represented communities’ increased participation. Where necessary with due notice, the Board will suggest and/or direct managers and committees to implement specific changes to improve the status of under-represented communities in their respective radio station areas. The Board will assist and encourage station managers and Committees of Inclusion in finding new ways to improve recruitment efforts in their respective radio station areas.

SECTION 3. 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 also be called by resolution of the Board or the committee 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. The Board may adopt additional rules for the government of any committee that are not inconsistent with the provisions of these Bylaws.

ARTICLE NINE

OFFICERS OF THE FOUNDATION

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 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. (Officers shall be elected at the first meeting of the Board elected following the adoption of these Bylaws for terms to expire in January 2004, subject to the rights, if any, of an officer under any contract of employment, if any.)

SECTION 3. REMOVAL AND RESIGNATION OF OFFICERS

1. 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, or by any officer upon whom such power of removal may be conferred by the Board.
2. 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 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. EXECUTIVE DIRECTOR

SECTION 7. SECRETARY

1. 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.
2. 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 8. CHIEF FINANCIAL OFFICER

1. 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, retained earnings and shares. The books of account shall be open at all reasonable times to inspection by any Director upon demand.
2. 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 depositaries 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.

ARTICLE TEN

GENERAL PROVISIONS

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.

ARTICLE ELEVEN

INDEMNIFICATION OF DIRECTORS, OFFICERS, DELEGATES

EMPLOYEES, AND OTHER AGENTS

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 provision 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 11, "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

This 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 this 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

This 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 this corporation, 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:

1. 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
2. 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 11, 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 11, 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 11, by:

SECTION 7. ADVANCE OF EXPENSES

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 11.

SECTION 8. OTHER CONTRACTUAL RIGHTS

Nothing contained in this Article 11 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 11, or as otherwise required by law, in any circumstance where it appears:

1. 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
2. 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 11.

SECTION 11. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN

This Article 11 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 11. Nothing contained in this Article 11 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 or permissible indemnification beyond that set forth herein, the indemnification authorized by this Article 11 shall be deemed to be coextensive with the maximum afforded by the California Law as so amended.

ARTICLE TWELVE

CORPORATE RECORDS, REPORTS AND SEAL

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 area 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:

1. 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 purpose, the Foundation may deny the Member access to its membership list and information;
2. 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

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:

1. The assets and liabilities, including the trust funds, of the Foundation as of the end of the fiscal year;
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
3. The revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, for the fiscal year; and
4. 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:

SECTION 8. ANNUAL REPORTS TO THIRD PARTIES

1. 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.
2. 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.

ARTICLE THIRTEEN

CONFLICTS OF INTEREST

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

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.

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.

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.

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

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:

The minutes of the Board or committee meeting shall reflect: (D) that the Conflict of Interest was disclosed; (E) 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 (F) 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.

ARTICLE FOURTEEN

VOLUNTARY DISSOLUTION

AND PROHIBITION AGAINST
SHARING FOUNDATION PROFITS AND ASSETS

SECTION 1. METHOD

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

1. A petition for the voluntary dissolution must be signed by ten (10%) percent of the Members of each Foundation radio station area 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.
2. 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.
3. 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.
4. 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.

ARTICLE FIFTEEN

PARLIAMENTARY PROCEDURE

The rules contained in Robert’s Rules of Order Newly Revised, as amended from time to time, shall apply to the Foundation solely with regards to the conduct of any meeting of the Board, LSB or any committee to the extent that said rules are not inconsistent with these Bylaws or any other rules or procedures adopted by the Foundation.

ARTICLE SIXTEEN

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 1. AMENDMENT OF BYLAWS

1. PROPOSING AMENDMENTS

Amendments may be proposed by:

(1) six (6) Directors;

(2) a majority vote of the Delegates of each of two LSBs; or

(3) a petition signed by at least two percent (2%) of all Members, which petition to be considered "proposed" must be delivered to the Foundation’s Secretary.

2. VOTING AND APPROVAL

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION

1. 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 LSBs; 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.

2. APPROVING AMENDMENTS.

ARTICLE SEVENTEEN

SAVINGS CLAUSE

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 16 of these Bylaws and in a timeframe shorter than that set forth in Article 16, to bring said provision in conformity with applicable law.

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 adopted for the Foundation by the Board of Directors. 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 a majority of the Foundation’s radio station advisory boards as follows: KPFA approved/disapproved on __________________, 2003; KPFK approved/disapproved on ______________________, 2003; WBAI approved/disapproved on __________________, 2003; KPFT approved/disapproved on ______________, 2003 and WPFW approved/disapproved on __________________, 2003.

IN WITNESS WHEREOF, I have hereto set my hand this ____^TH day of_____, 2003.

_______________________________

Secretary

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A "red-lined" version of the draft may be found at:
http://fpnn.home.mindspring.com/Redlined022803BylawsDraft.htm
MS Word version:
http://KPFK.Netskier.Net/Governance/Bylaws/Drafts/2003-02-26/