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FIRST AMENDED AND RESTATED BYLAWS
OF
PACIFICA FOUNDATION
A California Non-Profit Public Benefit CorporationBYLAWS

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 By-lLaws as "Tthe "Foundation".

SECTION 2. PURPOSES
The purposes of tThe Foundation, are as stated in Article II of the Articles of Incorporation, are as follows:

1. 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.
2. 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, aAs aAmended.
3. 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.
4. 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 corporation Foundation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.
5. 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 committeed to these principles.

SECTION 4. EQUAL OPPORTUNITY REPRESENTATION.The Foundation is enhanced by the full and effective involvement of all Members regardless of race, color, sex, age, religion, national origin, disability or sexual orientation. The Foundation strongly encourages all of its radio stations, staff, Members, Delegates, Directors and Officers to promote diversity among its Members, Officers, volunteers, and employees as well as among its Delegates and Directors to the fullest extent permissible, subject to applicable federal and state laws and regulations.

ARTICLE TWO
OFFICES OF THE FOUNDATION

SECTION 1. PRINCIPAL OFFICE
The principal office and place of business of Tthe 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.".

A. LISTENER-SPONSOR MEMBERS
"Listener-Sponsor Members" shall be any natural persons, including national staff and management personnel and local management of any Foundation radio station management, (but not includingexcluding paid or and unpaid non-management members of local station staff or Pacifica Foundation national staff) who within the preceding 12-month period: (1) have contributed a minimum of $25 donation to any Pacifica 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' work to any FoundationPacifica radio station. Said contribution shall be considered non-refundable.

B. STAFF MEMBERS
"Staff Members" shall be: (1) any non-management permanent full-time or part-time paid employee of a Pacifica Foundation radio station, or (2) any unpaid worker or volunteer or non-paid staff member of a Foundation radio station who has worked for any Pacificasaid radio station at least 30 hours in the preceding 3 months or at least 30 hours in the preceding year. (FOOTNOTE: Number of volunteer hours worked will be readdressed at a later time.)

SECTION 2. TERM.
A membership term shall be for a period of twelve (12) months. For purposes of calculation, for Listener-Sponsor Members, the 12-month period shall be calculated from that date on which: (A) said Member contributed a minimum of $25 to any Foundation radio station (or such other minimum amount as the Board of Directors may determine from time to time); or (B) said Member volunteered a minimum of 3 hours of service to a Foundation radio station. For purposes of calculation for non-employee Staff Members, said Member’s membership term shall be for a period of 12 months from that date on which s/he volunteered a minimum of 30 hours in a 3-month period. In the case of a Staff Member that is a non-management employee of the Foundation or a Foundation radio station, said Member’s membership term shall be for a period of 12 months from that date which is thirty (30) days after their employment with said radio station commences, provided however that if that Staff Member’s employment with said local station board should terminate, or if said Staff Member begins a management position with the Foundation or a Foundation radio station, then said Staff Member’s membership shall automatically terminate. 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 nor volunteers at least 3 hours within the following 12-month period, said Member’s membership will 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. Additionally, the membership of Staff Member employees will automatically renew annually, provided that they are an employee of said radio station on the day after their membership term ends. Each time a Member makes a qualifying contribution of money or time, s/he shall be notified, which notification shall indicate the expiration date of said Member’s membership. Members shall receive notice of the upcoming expiration of their membership at least thirty (30) days prior to the expiration of their membership.

C. SECTION 3. SINGLE 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; (B) in the case of a Staff Member, by which said member is employed or for which said member has volunteered. Membership shall be determined by radio station area, and eEach Pacifica Foundation radio station shall maintain a register of its Listener-Sponsor Members and Staff Members and shall notify each Member on its register, as to which station area it is affiliated. In the event that a person qualifies for membership in with more than one Foundation radio station area, he or s/he shall be entitled to only one membership and shall notify the Foundation and each applicable Foundation radio station of which radio station area s/he wishes to be affiliated as a Mmember. In the event that a person qualifies both as both a Listener-Sponsor Member and as a Staff Member, such person shall be deemed to be a Staff Member.

DSECTION 4. WAIVER OF REQUIREMENTS
The Board of Delegates of each Foundation radio station (also referred to herein as "Local Station Board of Delegates," "A Local Station Board" and/or "LSB") may adjust or waive the contributiongift 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 saidthe LSB, in its discretion, determines that the proposed member has demonstrated a sinceren interest in becoming a Mmember of the Foundation and is also genuinely unable to afford the contribution amount or to volunteer the minimum 3 hours of service.

SECTION 52. RIGHTS
A.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 Delegates, on the removal of Directors, 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, and on any amendment to these Bylaws or the Articles. ELECTION AND RECALL OF DELEGATES AND DIRECTORS DISCUSSION ON RECALL
(1). The Listener-Sponsor Members of a radio station area shall have the right to elect Delegates to sit on the LSB for their local statiaon area. They shall have the right to remove any Delegate elected by them and any Director elected by the Delegates from their radio station area in the manner provided in Article 5 of these Bylaws and consistent with the provisions of Section 5222 of the California Corporations Code. The removal by the Members of any Delegate who is also serving as a Foundation Officer or Director shall serve to remove that Director from the Board of Directors and from all offices of the Foundation.
(2) The Staff Members for each station area shall have the right to elect Delegates to sit on the LSB for their local station area. They shall have the right to remove any Delegate elected by them and any Director elected by the Delegates from their radio station area in the manner provided in Article 5 of these Bylaws and consistent with the provisions of Section 5222 of the California Corporations Code. The removal by the Members of any Delegate who is also serving as a Foundation Officer or Director shall serve to remove that Director from the Board of Directors and from all offices of the Foundation.

D. APPROVAL OF ACQUISITION, OR DISPOSAL OF MAJOR ASSETS
RECOMMEND: as in B & C, above where an acquisition or sale or disposal of major assets or real property may require notification, comment and approval by vote of LSBs as well as Directors, the LSBs may trigger a plebiscite, if a majority of them choose to do so. The obligation of operating funds for goods and services, or contracting and procurement by local station and Pacifica staff would be exempt from approval by membership.
Once this policy has been established, it may be reiterated under Rights of Membership in Article Three, Section 2. (Approved: disposition of primary broadcasting licenses, Discuss acquisition further.)

SECTION 6. MEETINGS OF THE MEMBERS.

A. ANNUAL MEETING
No annual meeting of the Members shall be required.

B. SPECIAL MEETING

The Board of the Directors, a Local Station Board, the Foundation’s Executive Director, the Chairman of the Board, the President of the Foundation or five percent (5%) 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 Chairman of the Board, the President or the 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. 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. Voting on any matter discussed at a special meeting shall be by written mail ballot consistent with the provisions of Section 8 of this Article of the Bylaws.

C. ACTION IN LIEU OF A MEETING

Any action which may be taken at any special meeting of Members may be taken without a meeting if the Foundation distributes 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.

SECTION 73. 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, and a quorum of the Staff Mmembers shall be one-third (1/3) of those Staff Members entitled to vote, 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 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 9 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 one written ballot to each Member entitled to vote on the matter. There shall be a set of ballots for Listener-Sponsor Members and a separate ballot for Staff Members. The ballots shall be mailed or, notice of the posting of the ballot on the Foundation’s website shall be delivered, at the Foundation’s (including the LSB’s) discretion to Members at their mailing 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; (5) a cover sheet on which the Member should fill-in his/her name, the radio station s/he is affiliated, and certifying that s/he is the Member s/he says s/he is and is entitled to vote; and (6) 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; (7) set forth the proposed action; and (8) give the Members an opportunity to specify their approval or disapproval of each proposal.; Ballots relating to the election of Delegates shall also: (9) set forth the names of the candidates; and (10) give the Member an opportunity to select their choice(s) or rank their choices.

C. NUMBER OF VOTES AND APPROVALS REQUIRED

With the exception of ballots related to the election of Delegates, 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 number of votes that would be required for approval of said action as set forth in these Bylaws. Listener-Sponsor Members shall vote as a class. Staff Members shall vote as a class. Unless, otherwise specifically set forth in these Bylaws, a vote of 51% of those Listener-Sponsor Members voting in any matter and a vote of 51% of those Staff Members voting in any matter, provided that quorum of votes is obtained, shall be sufficient to approve an action or consent to any matter.

D. VALIDITY OF WRITTEN BALLOT

If the name signed on a ballot corresponds to the name of a Member, the Foundation, if acting in good faith is entitled to accept the ballot and give it effect as the act of the Member. If the name signed on a ballot does not correspond to the record name of a Member, the Foundation if acting in good faith is nevertheless entitled to accept the ballot and give it effect as the act of the Member if either: (1) the name signed purports to be that of an attorney-in-fact of the Member and, if the Foundation requests, evidence acceptable to the Foundation of the signatory's authority to sign for the Member has been presented with respect to the ballot; or (2) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-holders and the person signing appears to be acting on behalf of all the co-holders. The Foundation is entitled to reject a ballot if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt concerning the validity of the signature or the signatory's authority to sign for the Member. 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 based on the acceptance or rejection of a ballot under this Section is valid unlesunless a court of competent jurisdiction determines otherwise.

E. VOTING; COUNTING SYSTEM – ELECTION OF DELEGATES

(1) FOR ONE VACANCY. Where there is an election for only one Delegate within a class, the following method of single transferable voting shall be used. Each ballot shall list all candidates for the position of Delegate within the given class and give each Member-voter the option of voting for one candidate or ranking them in order of preference. Votes are then allocated to each voting Member’s first, or only, choice for Delegate. If no candidate receives a sufficient number of votes to be elected, then the candidate receiving the fewest number of first choice votes is declared defeated and the ballots assigned to him/her are reallocated to those Member-voters’ second choice, if any. The candidate then receiving a sufficient number of votes, shall be declared elected. If, however, after this second count, there is still no candidate that receives a sufficient number of votes to be elected, then the next candidate with the fewest number of votes shall be declared defeated and the ballots assigned to him/her redistributed to those Member-voters’ next highest remaining choice, if any. If there is no next choice, that Member-voter’s ballot is declared exhausted and set aside. This process of declaring defeated the candidate having the lowest number of votes after each count and of transferring their ballots to the voters next choice of those candidates that have not yet been declared defeated continues until a candidate receives a majority of the votes cast, or is the only remaining candidate, in either event s/he is elected. In the event of a tie, the candidate w/the greatest number of the votes is elected

(2) FOR MORE THAN ONE VACANCY. Where there is an election for more than one Delegate within a class, the following manner of single transferable ballot shall be used. Each ballot shall list all candidates for the position of Delegate within a given class and give each Member-voter the option of voting for one candidate or ranking the candidates in order of preference. Prior to counting the ballots, a quota that will serve as the threshold number of votes a candidate needs to be elected shall first be established. The quota shall be that number which is equal to the total number of votes-ballots cast plus one divided by the number of offices to be filled plus one (total number of ballots cast+1/the number of vacant seats+1). Once the quota has been established, the ballots should be counted. Votes are first allocated to each voting Member’s first, or only, choice for Delegate. Any candidate who has more first preference, or only, choice votes than the quota is immediately elected. If no candidates or any insufficient number of candidates have achieved the quota, the candidate with the lowest number of first preferences is eliminated and the ballots assigned to him/her are reallocated to those Member-voters’ second choice, if any. At the same time, the surplus votes of the elected candidate(s) (i.e. all the votes s/he received above the quota) are redistributed according to the second preferences on the ballots of those Member-voters’ who chose said candidate as their first choice. For fairness, all said candidate’s votes are redistributed, but each at a fractional percentage of one vote, so that the total redistributed vote equals the candidate’s surplus. For example, if the candidate had 100 votes and the quota was 90, then s/he had a surplus of 10:. t That candidate’s surplus would be redistributed to the next candidate of choice for those Member-voters who voted for him/her at the rate of 1/10^th of a vote. This process continues until all vacant seats are filled. In the event of a tie, the candidate with the greatest number of votes is elected.

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 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; notice shall be deemed to have been given if either: (i) notice is sent to the Member by first-class mail or facsimile, email or other written communication to the address of the Foundation radio station with which said Member is affiliated or (ii) notice is published at least once in a newspaper of general circulation in the county where said Foundation radio station is located

SECTION 10. RECORD DATE
The record date for purposes of determining the Mmembers 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 1105. PROXIES
Each Member entitled to vote shall have 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 Listener-Sponsor 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’s date.
All action taken by Members hereunder shall be taken by the Members personally. The powers of Members may not be exercised by alternates, by proxy or the like.

ARTICLE FOUR
LOCAL STATION BOARDS OF DELEGATES

SECTION 1. LOCAL STATION BOARDS OF DELEGATES
Each Foundation radio station shall have a Local Station Board of Delegates ("LSB") whose duties and responsibilities shall be those set forth in these Bylaws. Each LSB shall serve as an advisory committee of the Foundation’s Board of Directors for their respective station area. Each Delegate shall be a natural person elected by the Members, as set forth in these Bylaws, to serve on the LSB. Each Delegate shall also serve as the representative of the Members of its local radio station area in the election of the Foundation’s Board of Directors. Delegates may only act personally in a meeting or by written ballot and may not act by proxy.

SECTION 2. COMPOSITION OF THE LSB
Each LSB shall consist of 13 Delegates - 3 of whom shall be designated as Staff Delegates and elected by Staff Members voting as a class and 9 of whom shall be designated as Listener-Sponsor Delegates and elected by Listener-Sponsor Members voting as a class. Listener-Sponsor Delegates and Staff Delegates shall be collectively referred to as "Delegates." The remaining Delegate shall be chosen collectively by
Board to make recommendations
The station’s General Manager shall serve as a non-voting Delegate of the LSB.

SECTION 3. SPECIFIC POWERS & DUTIES Each LSB shall have the 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 screen and develop a pool of candidates for the position of station General Manager, from which pool the Foundation’s Executive Director shall hire the station’s General Manager.

3. To prepare an annual written evaluation of the station’s General Manager.

4. To review proposals by the Executive Director to fire or retain the station General Manager; if the LSB does not concur with the Executive Director’s proposals, any such proposal will have to be approved by the Foundation’s 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’s policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming that fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station.

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 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 Boards" are formed to do so.

12. To ensure that the station works diligently towards the goal of diversity in staffing, 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 AUTHORITYThe Foundation’s Board of Directors may delegate any other corporate powers it deems appropriate to a LSB.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 in January of each year for a term of one year. 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 does not have to also be a Delegate. Local Station Board officers may not serve concurrently as Foundation 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 consent of the LSB. 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
   LSBocal Station Board meetings shall be open to the public and to all Members, with the exception of those meetings dedicated 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 LSB. Each meeting shall include a public comment period of not less than thirty (30) minutes.

4. NOTICE
   The public and all Members shall be notified of each LSB meeting. Posting s on the Foundation’s website and fFour 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.

F. RECORDKEEPING 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, a summary and of the proceedings. Minutes of closed meetings shall be maintained, but sealed as confidential. Each LSB may adopt rules for the governance of its LSB so long as the rules are consistent with these Bylaws.

SECTION 7. QUORUMAND APPROVAL
A quorum shall be one-half of the duly elected LSB Delegates. The approval of 51% of the Delegates of the LSB shall be required for any action of said LSB. SECTION 8. ASSOCIATE STATIONS

1. Any 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 which will be permitted one representative to sit as an ex-officio Delegate on the LSB of said Foundation radio station

2. 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 3(B) of Article 6 of these Bylaws.

3. Associate station representatives sitting on LSBs are subject to removal by either their own station boards or by the LSB according to their own respective terms of accountability and appropriateness. The LSB must notify the associate station board of the representative in question in advance about any difficulties or concerns 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 candidate.

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, i.e. the appointment to an elected office; (C) failure of a Delegate to attend 80% of all LSB meetings in a given year, which absences have not been excused by a majority vote of the LSB (excluding the vote of the Delegate in question); (D) upon the fair and reasonable determination by a majority vote of the Board of Directors after a review of the facts, in its sole discretion, that said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the LSB; or (E) upon the majority vote of the LSB on which said Delegate sits that said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the LSB, provided that said LSB first receives a petition by at least fifty (50) of the Members affiliated with its radio station area seeking said Delegate’s removal due to conduct by the Delegate that is alleged to be adverse to the best interest of the Foundation or the local radio station area, upon a fair and reasonable review of the facts by the LSB.

SECTION 10. FILLING OF VACANCIES
If a Listener-Sponsor Delegate’s seat shall become vacant, that seat shall be filled for the remainder of the term by a __________________________. If a Staff Delegate’s seat shall become vacant, that seat shall be filled for the remainder of the term by ___________________________.
Board to make recommendations.

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.

ARTICLE FIVE
ELECTION OF DELEGATES
(LOCAL STATION BOARD MEMBERS)

SECTION 1. DELEGATES DEFINED
Delegates shall be any eligible natural persons elected by the Members, or class of Members, and serving as such. Delegates shall serve as the Members' representatives in electing Foundation Directors and in serving on the ELECTION COMMITTEELocal Station Boards. Delegates may only act personally at a meeting or by written ballot and may not act by proxy.
In preparation for an election of Delegates, each LSB shall appoint, by a majority vote of said LSB, a LSB Elections Committee to oversee and certify the fairness of the elections and its conformity with these Bylaws. Each LSB Elections Committee shall consist of three individuals whom the LSB considers neutral and who shall not be a Director or Delegate or an employee of the Foundation’s national staff or of a Foundationthe local radio station. As part of the LSB Elections Committee duties, it shall prepare a nomination petition form for use by all potential nominees, review each potential candidate’s nomination papers for eligibility and completeness; oversee the preparation and distribution of the election ballot, close the election, oversee the counting of the ballots and report the results in writing to the Members affiliated with said Foundation radio station.

SECTION 2. ELIGIBILITY; NOMINATION OF DELEGATES, ELIGIBILITY

1. ELIGIBILITY

1. Any Listener-Sponsor Member in good standing may be nominated for the position of Delegate on a 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, or who has held such elected or appointed office in the preceding three (3) years 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 receives 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 Delegate on a 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, or who has held such elected or appointed office within the preceding 3 years shall be eligible for election to the position of Delegate. A Ddelegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or receives a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

A. B. NOMINATION PROCEDURES

Nominations for the office of local stationa Delegate on a LSB shall be open for a period of sixty (60) days, beginning on that date which is 95 days prior to the election close date and closing on that date which is thirty (35) days prior to the election close date. Each Member seeking to be a nominee shall submit: (1) open on (date) of each each and close on (date). Nomination papers shall be delivered to an independent and neutral elections coordinator, who shall not hold any elective Foundation office and who shall not be an employee of the Foundation, who shall be chosen by each Local Sation Board, by majority vote, to oversee and certify the fairness of the elections and conformity with these Bylaws. Nomination papers shall consist of the required number of signatures on thea form to be provided by the election coordinatorElections Committee; (2), a statement of whether the candidate is running for election as a Listener-Sponsor Member or a Staff Member;, and (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. Said statement of each candidate which shall be distributed to the M voting members entitled to vote with the written ballot. The names of up to ten (10) of the candidate’s nominators may be listed at the end of a candidate’s statement. The candidate shall Each candidate also has the option, for informational purposes, of also indicatinge his/her gender, and racial or ethnic heritage, i.e., European, African, Latin American, Native American, Asian, Pacific Islander, Middle Eastern, Caucasian, African-American, or declines to state.

B. ELIGIBILITY

1. Any Listener-Sponsor Member in good standing (not including station management) may be nominated for the position of Delegate by obtaining the signatures of fifteen (15) Listener-Sponsor Members in good standing, provided that no person who held any elective or appointive public office at any level of government – federal, state, or local – or is a candidate for such office, or who has held such elective or appointive 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 receives 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 Delegate by the signatures of five (5) Staff Members in good standing, provided that no person who held any elective or appointive public office at any level of government – federal, state, or local – or is a candidate for such office, or who has held such elective or appointive office within the preceding 3 years 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 receives 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. ELECTION OF DELEGATES
A. LISTENER-SPONSOR DELEGATES
The Listener-Sponsor Members for each station area shall elect (number) Delegates who shall sit on the Local Station Board. One half of the Listener-Sponsor Delegates shall be elected annually by mail ballot by the Listener-Sponsor Members of each radio station, subject of the diversity criteria specifriedc below. Cumulative Voting or Proportional Representation "Single Transferable Voting Method" shall be utilized. There shall be a 30-day period of return of ballots after mailing, and the ballots shall be counted and the election results certifiecd by the Elections Coordinator not later than December 29^th of each year.

B. STAFF DELEGATES
The Staff Members for each station area shall elect (number) Delegates who shall sit on the Local Station Board. One-half of the Staff Delegates shall be elected annually by the Staff Members of eah radio station area by mail ballot, subject o the diversity criteria specified below. Cumulative Voting or Proportional Representation "Single Transferable Voting Method" shall be utilized. There shall be a 30-day period for return of ballots after mailing, and eh ballots shall be counted and the election results certified by the Elections Coordinator not later than December 29^th of each year.
All elections for Delegates shall be by written mail ballot. 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, provided, however, that Members shall vote in classes. Except as specifically provided herein, oOnly Listener-Sponsor Members are entitled to vote for Listener-Sponsor Delegates. and o Only Staff Members are entitled to vote for Staff Delegates. There shall be thirteen (13) Delegates. Elections of Delegations shall be staggered over a 3-year period with elections for 2 Staff Delegates and 5 Listener-Sponsor Delegates to be held on the first year, elections for 1 Staff Delegate and 4 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 written ballots related to the election, and the removal, of any and all Delegates shall be filed with the LSB and maintained for a period of two (2) years.

SECTION 4. ELECTION TIME FRAME
s In a Delegate election year, the nominations for vacating seats shall open on July 27^th and remain open for sixty (60) days, closing on September 24^th. The Election Committee shall have five days thereafter to prepare the written ballot listing all of the candidates and setting forth all other information required by these Bylaws. Ballots shall be distributed to the Members on October 1^st and the Members shall have until October 30^th (the "Election Close Date") to return said ballots. To be counted all ballots must be received by the LSB on or before October 30^th. All ballots shall be held sealed until the Election Close Date, after which date they shall be open and counted together. The Elections Committee shall have 30 days to count said ballots and to certify the results, which results must be reported to the Members by November 29^th.

SECTION 4. DIVERSITY GOALS
It is the goal of the Foundation that a minimum of 50% of the Delegates shasll be racial/ethnic minorities and a minimum of 50% of the Delegates shall be women. To that end, in any election of Delegates half the number of seats to be filled shall be filled by the top vote-getters who are racial/ethnic minorities and half the number of seats to be filled shall be filled by the top vote-getters who are women, regardless of whether or not they are among the top vote-getters overall. However, for purposes of applying this rule, no person shall be elected a Delegate who does not receive at least one-half (1/2) the number of votes as the last person who would have been elected were it not for the diversity goals. After all the ballots are counted, the election coordinator shall examine the results to determine whether the diversity goals for the Local Board have been met in the aggregate and not just incrementally, and if they have not been met, then s/he shall look to see if there are candidates who are minorities and/or women who received at least half the number of votes of the lowest vote-getter who would otherwise be elected, and s/he shall declare then elected in order of highest number of votes received, replacing the candidates who would have been elected in order of lowest number of voters receives. For example: if there are 4 seats to be filled and the top 4 vote-getters are 3 non-minority men and one minority woman, the non-minority man with the least votes would have been elected will be replaced with the next highest vote-getter who is either a minority or a woman provided s/he has obtained at least half of the votes of that non-minority man being replaced. The elections coordinator will then examine the results again to see if the diversity goals for both minorities and women have been met in the aggregate, and if not, s/he will replace the next lowest non-minority man who would hage been elected with the next highest minority or woman with the minimum required number of votes who will fulfill the diversity goals.

SECTION 56. DELEGATES’ TERMS OF OFFICE, ELECTION CYCLE
A. A Delegate’s Delegates’ terms of office on the a LSBs shall be three (3) years.
B. The delegates’ terms of office shall be staggered by electing one-half the LSB each of the first two years, with no elections held the third year.
C. A Delegate may be serve two (2) consecutive three-year terms. A Delegate shall not be eligible for further service s as a Delegate until one year has elapsed after the termination of the Delegate’s second consecutive three-year term.
D. (FOOTNOTE: LSB’s elects Director to a three-year seat on the Foundation Board in, say, the second year of the delegate’s second LSB term. We need a policy.

A. RECOMMENDED: For the first election only, (a certain number/one-half) of the seats will be designated for currently seated members of the LSB to be elected on a separate section of the ballot. (Need to have further discussions regarding Grandparenting.) (FOOTNOTE: Defeated by vote (3/4/1)
F. (FOOTNOTE: Develop language extending LSB term in an Ex Officio manner, for any Director whose term on the Board of Directors exceeds the term on the LSB with up to three such Ex Officio positions permitted pursuant to straw pole re: Article Five, Section 2c)

SECTION 7. LOCAL STATION BOARD DIVERSITY GOALS AND REQUIREMENTS
In order to fulfill the Foundation's purposes and principles as set forth in Article 1, Sections 2 and 3, the delegates elected to each Local Station Board shall include at least 50% people of color and at least 50% women. Each Local Station Board shall also strive to achieve diversity in terms of disenfranchisement based on race, nationality, immigrant status, class, disability, sexual orientation and age. In order to achieve these goals, it is recommended that Local Station Boards conduct effective outreach to recruit a diverse pool of candidates, and implement proportional representation voting methods in the conduct of the LSB elections. (FOOTNOTE: Discuss possibly including provisions for cumulative voting and the ability of each station area to further determine the specific diversity based upon their local ethnic demographics and other diversity concerns.)

SECTION 678. FAIR CAMPAIGN PROVISIONS
Except as specifically provided in this Section, Nno Foundation or radio station management or staff may use air time to endorse, or campaign or recommend for in favor or against any candidate for election to Station Boardas a Delegate, nor may give air time be given to some Delegate candidates but not to others. All candidates for election as a Delegate shall be given equal opportunity for equal air time, which air time shall include and such air time shall be specially set aside time for a statement by the candidatefor candidates statements and for questions and answsers from the listeners. No Foundation or radio station management or staff may give written or verbal endorsements to any listener-sponsor delegate candidatesDelegate. Neither the Board of Directors nor any Local Station BoardLSB may, as a body, endorse any candidate(s) for election to the Local Station Board(s)as a Delegate. , hHowever, an individual Ddirectors orand Local Station Board Delegates who are is a Mmembers in good standing may endorse or nominate candidates, in their own name.

ARTICLE FIVESIX
BOARD OF DIRECTORS OF THE FOUNDATION

RECOMMENDATION: For those sections where common language or other recommendations do not appear, the board should make determinations regarding the proposals they choose to adopt.

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

A. DIRECTORS DEFINED
The Directors of the Foundation shall beare natural persons who have been elected by the Delegates to the Foundation’s Board of Directors ("Board"). to the office of Director as set forth in these bylaws, and are serving as such.

B. ELIGIBILITY
Any Local Station Board Delegate who is currently serving as a Delegate and has served at least one (1) year as a Delegate is eligible to be elected tofor nomination as a Director, provided, however,. (FOOTNOTE: Will a waiver be required in the first election cycle for Delegates with less than a full year’s tenure on an LSB?) Station staff members elected to the LSBs are eligible to serve on the Foundation Board of Directors, with the provision that any "on-air" staff and personalities must resign from their program in exchange for servingorder to serve as a Directoron the Board.

C. NUMBER
The Board shall consist of seventeen (17) directors. The Pacifica Foundation Board of Directors shall have equal representation for each stationfrom each of the Foundation’s radio stations. The Delegates of each LSB shall be entitled to select 3 Directors – two (2) of whom shall be Listener-Sponsor Delegates and 1 of whom shall be a Staff Delegate. The remaining two (2) Directors shall be considered "at-large" directors and shall be selected as set forth in Section 4 of this Article of these Bylaws. In addition, the Foundation’s Executive Director shall be an Ex Officio non-voting member of the Board, provided, however, that in the event that any vote of the Board results in a tie, the Executive Director shall vote on said matter. .Minimum of 20 and maximum of 23 Directors (3 listener-sponsor delegates and 1 staff delegate from each station), plus maximum of 3 at-large delegates. (Alternatives are: fixed number; minimum/maximum; revisit formulas in accordance with network wide national Bylaws conventions.)

D. EX OFFICIO DIRECTORS
Executive Director shall be an Ex Officio non-voting member of the Board of Directors.

EF. 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, Tthe ongoing duties and powers of the Directors Board shall include, but not be limited toare to:
(1) Ensuring and facilitatinge fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation;
(2) to Eensuringe compliance with applicable state and federal laws;
(3) to Eensuringe the financial health of the Foundation by adoptingon and monitoring of an annual budget and to overseeing an independent annual audit of the Foundation’s books and accounts;
(4 ) to Eensureing regular communication with the Members by the LSBs, as appropriate; at all levels and areas of the Foundation;
(5 ) to Aappointing, supervisinge and discharging e, employ and discharge, the Executive Director of the Foundation, all corporate officers, agents and employersemployers of the Foundation; 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, affiliates and national staff consistent with the law, Articles of Incorporation and these Bylaws, as the Board deems appropriate.
(6 )( 7) to Mmeeting at such regular times and places as required by these Bylaws and meeting to meet at such other times as may be necessary in order to carry out the duties of DirectorsBoard;
( 7)(8 ) to Rregistering their addresses, telephone number, and email addresses with the Secretary of the Foundation. Notices of meetings mailed, transmitted by telecopier or facsimile, or emailed to them at such addresses shall be valid notices thereof.

SECTION 2. TERMS:
The term of a Director shall be three (3) years. A Ddirector may serve no more than two consecutive three-year terms in a row. 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. As long as a Director is a Delegate of a Listener-Sponsor Board at the time s/he was elected, s/he can continue to serve as a Director, even if his/her term as a Delegate ends during his/her term as a Director.(FOOTNOTE: Develop language extending LSB term in an Ex Officio manner, for any Director whose term on the Board of Directors exceeds the term on the LSB with up to three such Ex Officio positions permitted.)

A. STATION REPRESENTATIVE DIRECTORS
Any Delegate serving on a Local Station BoardSB may nominate any other currenteligible Delegate serving on the same LSBocal Station Board for the office of Director; provided that said Delegate has served at least one year on a LSB.

B. AFFILIATE DIRECTORS
(Add language to Define Pacifica Affiliate) Pacifica Affiliate stations may nominate candidates for a Director’s seat on the Foundation Board. The Board will duly elect one of these nominees. The affiliate stations will apprise the Board of their procedure for conducting these nominations that shall include dispersing information on the nomination process on a regular basis to all affiliate stations and/or conducting a caucus of affiliate stations. In making these nominees the affiliates will submit a list of all affiliate stations and the affiliate representatives that voted in the nominations process to certify that each affiliate station is granted a vote for a nominee/s.

C.B. AT-LARGE DIRECTORS
Any three Local Station Boards by a majority vote of the Delegates of each LSB may nominate any eligible Listener-Sponsor Member who is not currently on an LSB, but has previously served on a LSB as a candidate for at-large Director.and meetings the eligibility requirements for position of At-Large Director. (FOOTNOTE: "Affiliate" Directors are effectively At-large Directors. ) In addition, any affiliate station of the Foundation may nominate candidates for at-large Director. For purposes of this Section, an affiliate radio station shall be defined as a radio station with which the Foundation (and not a local Foundation radio station) has a written contractual arrangement to provide Foundation programming to said station. Said nominations for at-large Directors shall be received in writing by the Secretary of the Board from the LSBs and/or the affiliate stations by January 31^st of any year where an at-large director seat is coming available. LSBs submitting nominees shall include with its nominations a written statement of the LSBs participating in said nomination, the date on which each nomination was voted upon and the vote count for each said election. Said statement shall be certified by the Recording Secretary of each LSB participating in said nomination. Every affiliate station submitting a nominee for said seat shall include with said nomination a written statement of its procedure for conducting its nominations and selecting the nominee candidate(s), including a list of all affiliate stations and affiliate representatives that voted in the nomination process. Said statement shall be certified by the general manager of each affiliate station nominating said candidate.

SECTION 4. ELECTION OF DIRECTORS

A. AT-LARGE DIRECTORS
The Board of Directors (excluding at-large then current at-large Directorsmembers) may in its discretion, elect up to three2 (3) Directors from the list of nominees provided by an affiliate radio station or provided nominated either by a Pacifica Affiliate collectively or by three Local Station Boards, pursuant to Section 3B of this Article of these Bylaws, by 2/3^rds majority vote of the Directors present and voting at the Board’s annual meeting in March, provided that notice of the nomination and vote is served on all Directors with the Notice of Meeting at least thirty (30) days in advance of the meeting date. At no time, however, shall the Board have an equal number of Directors.

B. STATION BOARD DELEGATES
Each Local Station Board The Delegates shall elect from those Delegates nominated among its then current Local Station Board Delegates. Candidates shall be approved for the office of Director, by majority vote of the Delegates present and voting, four Directors to represent that station on the Foundation Board of Directors, three of whom shall be listener-sponsor members and one of whom shall be a staff member. These elections shall take place in (month)January of each year and be staggered over 3 years, so that no more than two one Directors isare elected by each Local Station Board each year, provided however that in two of the 3 years, as determined by each LSB, the election shall be for a Listener-Sponsor Director and on the third year, the election shall be for a Staff Director.

SECTION 5. DIVERSITY GOALS
In order to fulfill the Foundation's purposes and principles as set forth in Article 1, Sections 2 and 3, each Local Station Board shall elect Directors of the Foundation which shall include at least 50% people of color and at least 50% women and the entire composition of the Board of Directors shall incloude at least 50% people of color and at least 50% women..

SECTION 56. SEATING OF DIRECTORS -
All newly elected Directors shall be seated at the Annual Meeting of the Board of Directors in Mayheld in March, in which month their term shall commence.

SECTION 67. REMOVAL OF DIRECTORS
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, i.e. the appointment to an elected office; (C) failure of a Director to attend 80% of all Board meetings in a given year, which absences have not been excused by a majority vote of the Board (excluding the vote of the Director in question); (D) upon the fair and reasonable determination by a 2/3majority vote of the Board (excluding the vote of 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; or (E) upon the 2/3majority vote of the LSB that elected said Director that said Director has exhibited conduct that is adverse to the best interests of the Foundation, provided that said LSB first receives a petition by at least fifty (50) of the Members affiliated with its radio station area seeking said Director’s removal due to conduct by the Director that is alleged to be adverse to the best interest of the Foundation and upon a fair and reasonable review of the facts by the LSB.

A. BY BOARD OF DIRECTORS
Any Director shall be removed automatically for unexcused absences as set forth in Article (reference).

B. BY LOCAL STATION BOARD DELEGATES
(1) Any Director may be removed by the Delegates of the Local Station Board that elefcted him/her at a regular or special meeting by two-thirds (2/3rds) majority vote of all the Delegates for that Local Sation Board, provided that the grounds for such removal are submitted with the notice of the meeting and, provided further, tha the said Director shall hafe a reasonable opportunity at said meeting to protest his/her removal.
(2) Any At-Large Director may be removed by two-thirs (2/3rds) majority vote of three out of the five Local Station Boards.

C. BY THE MEMBERS
Upon the petition of fifty (50) of the Members of the Radio Station ara that a Director represents, a Director may be removed by a majority vote of the Members of that station area voting in a refcall election. If recall procedures have not been established by the Board of Directors, then the Local Station Board for that station area shall determine the recall procedures within thirty (30) days of the submission of a recall petition.

In the case that the Sponsor Members recall any Local Station Board delegate who has been elected to the Board of Directors of the Foundation, this shall have the effect of removing the director from the Board of Directors.

(FOOTNOTE: Add Language regarding recall procedures for Ex Officio Delegates)

SECTION 78. FILLING VACANCIES ON THE BOARDY
If a Station Representative Director’s's seat previously held by a Director elected by a LSB becomes vacant for any reason, that seat shall be filled for the remainder of the term by a Director elected by the Local Station Board for that station areaat LSB, provided, however, that if the previous Director was a Staff Director, the LSB shall election a Staff Director or 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 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.

SECTION 89. 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:
(1) Any person who currently is being or has been compensated by the Foundation for services rendered to it within the previous twelve (12 ) months, whether as a full-time or part-time officer or other 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.

ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. TIME AND PLACE OF MEETINGS
The Annual Meeting of the Board of Directors shall take place in March, at such other times, and places as agreeddesignated by a majority vote of the Board of Directors at the previous meeting. The Board shall also regularly meet in May 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 Board Chairman of the Board, any two Officers of the Board, by a majority of the Executive Committee, or by any three members of the Board.

SECTION 3. TELEPHONIC MEETINGS
Any meeting of the Board may be held by telephone conference, video screen communication or other communications equipment. Participation in a meeting under this Section shall constitute presence in person 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 DirectorsDirector 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 43. NOTICE
NWritten 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 member of the Board of Directors by first class mail, telecopier or email, according to the preference each Ddirector specifies in writing to the Foundation Secretary of the Board, 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 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 Aall meetings shall be placed on the Foundation’s website and announced a minimum of three 3 times daily on air for five days on all Pacifica Foundation radio stations, beginning, whenever reasonably possible, no later than seven days before the date of said meeting.

Notice of a meeting does not have to be given to 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 54. QUORUM
A quorum at any meeting of the Board of Directors shall consist of 51% of the then serving Directors.

SECTION 5. ATTENDANCE
Any Director who is absent for three (3) regularly scheduled consecutive meetings of the Board of Directors shall be deemed to have resigned and shall be automatically removed from the Board unless at least one of the absences has been excused by majority vote of the Directors present voting at the meeting.

SECTION 66. PROXIES
All action taken by Directors shall be taken by the elected Director personally.; Tthe 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 said Foundation.except for discussion of personnel, legal or proprietary matters which are legally permitted to be discussed in executive session, provided that the body holding the executive session: 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. a) makes a public statement before the session begins as to the reason for doing so, and b) publicly releases,In addition, within a reasonable period after the executive sessionclosed meeting, the Secretary shall post on the Foundation’sits website a general statement of the basis on which all or part of said meeting was closed, a written summary of the legally disclosable business conducted during the session. . No person shall be required, as a condition for attendance at any public meeting covered by this paragraph, (although it will be a condition to publicly comment), to register his/her name or to provide any other information. All public meetings of the Board of Directors and its committees shall include public comment periods. These periods for national Board meetings shall be not less than one hour, and for committee meetings, not less than one-half hour. (FOOTNOTE: Look at the language in this Section and include ability to hold meetings by conference call. Also, add language providing that every effort shall be made to webcast all meetings, including those held by conference call.)

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 Ffoundation is a party and who is an "interested director" as defined in California Corporations Code Section 5233 and referenced in Section 10 of Article 5 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 98. ACCESSIBILITY
REvery reasonable efforts will be made to hold all public Pacifica FoundationBoard meetings in spaces fully accessible as defined in the Americans with Disability Act and any other , allapplicable state and federal laws. Properly closed sessions may be held otherwise unless this would precludeimpair access for any individual entitled to attend. (FOOTNOTE: deal with accessibility in the broader sense somewhere else in the Bylaws.)

ARTICLE SEVEN
COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1. COORDINATING COMMITTEE

SECTION 2. STANDING COMMITTEES

A. FINANCE COMMITTEE

B. GOVERNANCE COMMITTEE

C. PROGRAMMING COMMITTEE

D. TECHNOLOGY COMMITTEE

E. PERSONNEL COMMITTEE

SECTION 1. COMMITTEES OF DIRECTORS
The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of any committee. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that 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;

3. Fix compensation forof the 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 which by its express terms is not so amendable or repealable;

6. Create any other committees of the Board or appoint members of the committees to the Board;

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.

  All committees shall include at least one Director from each of the Foundation’s radio station areas, provided however that no committee shall have more than 1 Director from the same radio station area until there is at least one Director from each radio station area on said committee.

SECTION 2. 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 6 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 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 not inconsistent with the provisions of these Bylaws

.SECTION 3. OTHER ADVISORY COMMITTEES
The board may establish such other advisory committees as may be needed to assist the Board (not addressing issues of legality). All committees shall include one director and two Station Board members from each station area.

ARTICLE EIGHT
LOCAL STATION BOARDS

SECTION 1. LOCAL STATION BOARDS

The Local Station Boards shall serve as standing committees of the Board of Directors for their respective station areas.SECTION 2. COMPOSITION Each local station board shall have between sixteen (16) and twenty four (24) Delegates.

SECTION 3. DUTIES The ongoing duties of the Local Station Boards are:

1. To review and approve that station’s budget and make quarterly reports to the Board regarding the stations budget versus actual income and expenditures.

2. To prepare a list of candidates for station General Manager from which one must be hired by the Foundation Executive Director.

3. To prepare an annual written evaluation of the station’s General Manager.

4. To review proposals by the Executive Director to fire or retain the station General Manager; if the LSB does not concur with the Executive Director’s proposals, they must go to the Foundation Board for approval.

5. To develop a pool of candidates for station Program Director, one of which must be hired by the General Manager.

6. To prepare an annual written evaluation of the station’s Program Director.

7. To work with station management to ensure 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 that fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station.

8. To conduct "Town Hall" style meetings at least two (2) times a year, devoted to hearing listeners views, needs and concerns.

9. To assist in station fundraising activities.

10. To form committees open to the public to carry on the work of the Local Station Boards so that station listener-sponsors and staff members participate.

11. 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 to help build collaborative relations with organizations working for similar purposes.

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

13. To ensure that the Station works diligently toward the goal of diversity in staffing, and maintenance of a discrimination-free atmosphere in the workplace, as set forth in Article One, Section 3.

SECTION 4. OTHER LOCAL STATION BOARD POWERS AND AUTHORITYThe Pacifica Foundation National Board may delegate any other corporate powers to a Local Station Board.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 in January each year for a term of one year. Local Station Board officers may not serve concurrently as Foundation Directors.

SECTION 6. MEETINGS

1. FREQUENCY

   The Local Station Board shall meet as often as required to accomplish it duties, and 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. Meetings shall be held in facilities of sufficient size to accommodate LSB members and the public, preferably in the station.

3. PUBLIC PARTICIPATION

   Local Station Board meetings, excluding those dedicated to local station personnel matters, shall be open to the public and shall include a public comment period of not less than thirty minutes.

4. PUBLIC NOTICE

The public shall be notified of each Local Station Board meeting. Four on-air announcements, made during prime time on the radio station on four different days, prior to the each meeting, are considered to be adequate notice.

E. OPEN MEETINGS

SECTION 7. QUORUM

A quorum shall be one-half of the duly elected Local Station Board Delegates.

SECTION 8. PACIFICA ASSOCIATE STATIONS

1. Any Pacifica station, with the approval of the Pacifica National Board, may choose to associate with any geographically contiguous community radio station for the purpose of rebroadcasting no less than 75 percent of the Pacifica station’s programming. Such a community radio station must produce some local programming, operate under a mission statement compatible with that of Pacifica and have a democratically-elected station board which will be permitted one representative to the local Pacifica station board.

2. Such a community radio station will be referred to as a Pacifica Associate station, differentiated from a Pacifica Affiliate.

3. The governing board of the Associate station will have the ability to elect a person to represent its interests to the associated Pacifica Station board for a term of up to three years, subject to re-election at that time. No Pacifica station board may have more than three such Associate Station representatives seats.

4. Associate Station representatives to Pacifica Station boards are subject to recall by either their station boards or by their subscriber/members. They may also be removed by the Pacifica Station boards according to their own terms of accountability, for example, failure to attend meetings. The Associates Station board must be notified in advance of any such difficulties in order that it may consult with its representative about the Pacifica Station board’s concerns and seek candidates for replacement, if necessary.

5. Specific terms of the relationships between Pacifica and Associate stations not covered by this proposal must be enumerated in a contract between the Associate Station board and the Pacifica Station board. Contracts will be required, and in the case of breach, may be terminated upon 60 days’ notice by either station. Either station may choose to terminate an Associate Station relationship upon 60 days’ notice for failure of either Pacifica or the Associate Station board to abide by the terms of their respective Mission Statements, or should the Missions become incompatible.

ARTICLE NINE
OFFICERS OF THE FOUNDATION

SECTION 1. DESIGNATION OF OFFICERS
The officers of the Foundation shall be a Chairman of the Board, aan Executive Director/President, a Secretary, and a Chief Financial Officer/Treasurer. The Foundation may also have, at the discretion of the Board of Directors, one or more Vice-Chairs, one or more Assistant Secretaries, one or more Assistant Treasurers. Any number of offices may be held by the same person. With the exception of the Chairman of the Board, no officer is required to be a Director.

SECTION 2. ELECTION OF OFFICERS; TERM

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 or removal may be conferred by the Board.

2. Any officer may resign at any time by giving 30 days 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 OFFICESA
vacancy in any office of an officer because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

SECTION 5. CHAIRMAN OF THE BOARD
The Chairman 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. PRESIDENT/EXECUTIVE DIRECTOR
The President, who shall be referred to by the Foundation as the "Executive Director," shall be the general manager 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.

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 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 Directors and committees of Directors, 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 Directors' 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, who may also be referred to as the "Treasurer," 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/hHe 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 Directors 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. DESIGNATION OF OFFICERS: NOT DISCUSSED
A. DIRECTOR OFFICERS
B. NON-DIRECTOR OFFICERS

SECTION 2. DUTIES OF OFFICERS: NOT DISCUSSED
The duties of the officers of the Foundation shall be set out in board guidelines and procedures.

SECTION 3. ELECTION, TERMS AND REMOVAL OF OFFICERS: NOT DISCUSSED
A. ELECTION OF OFFICERS
B. TERMS OF OFFICERS
Officers shall serve for a term of two years or until the election of their successors, whichever is later, unless he or she resigns or is removed or is otherwise disqualified to serve before such time. No officer may continue to serve as an officer past the expiration of his/her term as Director.
C. REMOVAL OF OFFICERS
E. VACANCIES

ARTICLE TEN
EXECUTIVE DIRECTOR

SECTION 1. EXECUTIVE DIRECTOR: NOT DISCUSSED

ARTICLE ELEVENNINE
GENERAL PROVISIONS

SECTION 1. RESIGNATION
Any Director or Officer may resign his or her position by written resignation filed with the Secretary of the Foundation.

SECTION 12. MEMBERSHIP NOT TRANSFERABLE
Foundation Membership, membership on the Board of Directors, or any position as a Delegate of an Officer of the Foundation, is not transferable by assignment, inheritance, or by execution, bankruptcy, or other process of law. 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 23. EFFECT OF TERMINATION OF MEMBERSHIP OR POSITION ON BOARD OF DIRECTORS, OR POSITION AS OFFICER OF THE FOUNDATION – NO CLAIMS OR REFUNDS
Except as specifically set forth herein, Membership on the Board of Directors, or the holding of any office in the Foundation, shall cease and terminate upon the death of the member, upon his/her withdrawal or removal as provided in these Bylaws, upon the termination of his/her Foundation Membership, or office-holding position, and, thereafter, neither the heirs not personal representative of the deceased members, Nno withdrawning or terminated Mmembers, Delegates, Directors or Officers (nor their heirs or personal representatives) or office-holders, shall have any claim whatsoever upon the assets of the Foundation, or any claim whatsoever arising out of said membership or the holding of said membership or the holding of any office 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 stationNo member of the Board of Directors, or officer of the Foundation, either while such a member or officer, or upon termination of membership or office, for any reason whatsoever, shall be entitled to the return of any monies theretofore paid by her/him or advanced to the Foundation as a contribution to the Foundation, or any station owned and operated by the Foundation.

ARTICLE TEN
INDEMNIFICATION OF DIRECTORS, OFFICERS, DELEGATES
EMPLOYEES, AND OTHER AGENTS

SECTION 14. 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 Delegateprovisions of the California Corporations Code. 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 10Ten, "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 corporation 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 corporation, 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 corporation 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 indemnify 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.; or

   Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

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 10, 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 10, 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 10, by:

A. A majority vote of a quorum consisting of Directors 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
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 10.

SECTION 8. OTHER CONTRACTUAL RIGHTS
Nothing contained in this Article VI 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 or advance shall be made hereunderunder this Article 10, except as provided in Section 5, or Section 6(B) 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, a resolution of the shareholders, 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 10.

SECTION 11. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN
This Article 10 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 11 of this Article 10. Nothing contained in this Article 10 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 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 10 shall be deemed to be coextensive with the maximum afforded by the California Law as so amended.

SECTION 5. INDEMNIFICATION BY FOUNDATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
To the extent that a person who is, or was, a Director, officer, employee or other agent of the Foundation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the Foundation to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Non-Profit Public Benefit Corporations Law.

ARTICLE ELEVENTWELVE
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS The Foundation shall keep at its principal office in the State of California:

SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and, at will, alter, a corporate seal. Such seal shall be kept at the principal office of the corporationFoundation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Ddirector, 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 interest as a Mmember of the Foundation:

(1)A. To inspect and copy the record of all Mmembers' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporationFoundation, which demand shall state the purpose for which the inspection rights are requested; and

(2)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 corporationFoundation by the Mmember, for a purpose reasonably related to such person's interests as a Mmember, provided, however, that said Member will not be able to review sealed Minutes.

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

(1)A. The assets and liabilities, including the trust funds, of the corporationFoundation as of the end of the fiscal year;

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

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

(4) The expenses or disbursements of the corporationFoundation, for both general and restricted purposes, during the fiscal year; and

(5) D.Any information required by Section 7 of this Article.

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 Ffoundation that such statements 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 Directorsshall attach as an addendum to the Annual report a statement by mailing or otherwise delivering it to them within one hundred and twenty (120) days after the close of its fiscal year. Said statement shall which briefly describe:es

A. Tthe 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; or transaction in which the Foundation or one of its Radio Stations was a party, and in which any Director or officer of the Foundation had a direct or indirect material financial interest.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than ONE THOUSAND DOLLARS ($1,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than ONE THOUSAND DOLLARS ($1,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ONE THOUSAND DOLLARS ($1,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the Members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.

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 Any statement required by this Section shall briefly describe indicate the names of the interested persons involved in such transactions, stating each person's relationship to the corporationFoundation, 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

1. The Foundation shall file with the California Secretary of State a biannual statement containing the names and addresses of its President/ 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 8. EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bbylaws, no Mmember, trustee, officer, employee, Director, Delegate or representative of this corporationFoundation shall take any action or carry on any activity by or on behalf of the corporationFoundation 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 such the Internal Revenue Code and regulations as they now exist or as they may hereafter be amended.

SECTION 9. NONLIABILITY OF MEMBERS, OFFICERS AND DIRECTORS
The members, officers and directors of this corporation shall not be individually liable for the corporation debts or other liabilities, and private property of such individuals shall be exempt from corporation debts or liabilities.

ARTICLE THIRTEENTWELVE
CONFLICTS OF INTEREST

SECTION 1. DEFINITIONS
A "CONFLICT OF INTEREST" is any circumstance described in Section 2 of this Article Policy, or such substantially similar circumstances.

An "INTERESTED PERSON" is any person serving as a Ddirector, Oofficer, Ddelegate, employee, or member of a committee of the Board of Directors of tThe Foundation.

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 of any kind, 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 businesspersonal interests of an Interested Person are or may be inconsistent with the best interests of tThe Foundation. The following circumstances shall be deemed to create a Conflict of Interest:

A. A contract or transaction between tThe Foundation and an Interested Person or Family Member.

B. A contract or transaction between tThe Foundation 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 tThe Foundation has a contract or transaction and an Interested Person or Family Member.

D. A compensation arrangement between any entity or individual with whichtThe Foundation has a contract or transaction and an entity in which an Interested Party or Family Member has a Financial Interest. or with which person has a relationship, for a example as a director, officer, trustee, or guardian.

E. An Interested Person competing with tThe 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 (i) does or is seeking to do business with, or is a competitor of , tThe Foundation or (ii) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from tThe Foundation, in both cases under circumstances where it might be reasonably inferred that such action was intended to influence or would likelymight influence the Interested Person in the performance of his or her duties.

SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES
An Interested Person must disclose orally or in writing all material facts related to an actual or potential Conflict of Interest to the Boarddirectors and/or the members of a committees 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 ChairChairperson or the Chairperson's designee. Until a Conflict of Interest has been voted upon by the Board of Directors in accordance with this SectionPolicy, an Interested Person shall refrain from any action that might affect tThe Foundation's participation 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 questionInterested Person shall leave the Board meeting while the Conflict of Interest is discussed and voted upon. An Interested Person 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 tThe Foundation’s best interest to shall nonetheless enter into the contract or transaction because it is in tThe Foundation's best interest. If appropriate, the 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: (31) that the Conflict of Interest was disclosed;, (42) 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 (53) 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 isas may be warranted in the circumstances, the Board or committee determines that the Interested Personmember has in fact failed to disclose an actual or potential Conflict of Interest, it shall take that action it believes to be appropriate in light of the circumstancesappropriate disciplinary and corrective action., which might include removal of a director from a committee or termination of an employee's employment.

ARTICLE FIFTEENTHIRTEEN
VOLUNTARY DISSOLUTION
AND PROHIBITION AGAINST
SHARING FOUNDATION PROFITS AND ASSETS

SECTION 1. METHOD

The Members of the corporationFoundation may be elect to voluntary dissolved the Foundation in the following manner.

A.: A petition for the voluntary dissolution must be signed by ten (10%) percent of the Mmembers of each Foundation radio station area and shall be submitted to the Board of Directors;

B. Upon the Board’s receipt and approval of the dissolution petition, by 2/3 vote of the Board, the matter of voluntary dissolution shall be submitted to a vote of the Members via a written 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.

C. An actionThe petition for voluntary dissolution shall be deemed approved upon the vote of and a postal ballot to dissolve shall be sent to all members and shall require a60% of all Listener-Sponsor Members voting and 60% of all Staff Members voting, provided that a quorum is met for each. three-fifths vote of a quorum of members of those valid returned ballots to uphold the petition to dissolve. 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 corporationFoundation, the Boardd of Directors shall, after paying or making provisions for payment of all known debts and liabilities of the corporationFoundation, dispose of the assets in a manner appropriate to Pacifica's missionconsistent with the Foundation’s mission as set forth in its Articles of Incorporation and/ or to such organization(s) or organizations as shall at the time appear devoted to the same mission as this Foundation, subject to the approval of the Attorney Generalqualify as devoted to the Pacifica Mission.

SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION No
Mmember, Ddirector, Delegate, oofficer, 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 corporationFoundation, 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 and is fixed by resolution or approval of the Board of Directors;. and nNo such person(s) or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporationFoundation. All Mmembers of the corporationFoundation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporationFoundation, whether voluntarily or involuntarily, the assets of the corporationFoundation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation, Bylaws and/or California law and bylaws of this corporation and not otherwise.

ARTICLE FOURTEENSIXTEEN
PARLIAMENTARY PROCEDURE

As to any matter not herein specified, Robert's Rules of Order (revised edition) shall apply solely with regards to the conducting of any meeting of the Board, LSB or committee.

ARTICLE FIFTEENSEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 1. AMENDMENT OF BYLAWS

A. POWER TO AMENDPROPOSING AMENDMENTS.
These By-Laws may be amended, altered or repealed in whole or in part by the members. Amendments may be proposed by: (1) a two-thirds (2/3) majority vote of the national Board; (2) of Directors 2/3 majority vote of a LSB;or of a Local Station Board of Delegates, or (3) by a petition signed by at least ten thousandone hundred (10,0100)100 Mmembers. The proposed changes shall be submitted to the members at least 60 days in advance of the annual election and shall appear on the annual ballot. Announcements of the proposed Bylaws changes shall be broadcast by all stations frequently during the notice period prior to the annual election.

B. VOTING AND RATIFICATIONAPPROVAL.
There shall be a maximum of one ballot per 12- month period on the 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 voting period determined by the Board. On that day which is 60 days from the date the election period commences, 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 election regarding said amendment(s)..

Within fifteen (15) days after receiving an appropriately proposed amendment, announcements of the proposed amendment(s) to the Bylaws shall be posted on the Foundation’s website and broadcast by all of the Foundation’s radio stations frequently for a period of 60 days (the "Notice Period"). Upon the expiration of the Notice Period, the Foundation shall submitdistribute, or make available, a written ballot to each Member to vote on said amendment pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, for Members to vote on the proposed amendment(s).

New bylaws may be adopted, or these Bylaws may be amended or repealed, by the approval of 60% of Listener-Sponsor Members voting and 60% of the Staff Members voting, In order to be adopted, any proposed bylaws amendment must receive the vote of three-fifths (3/5) of the members voting, provided that at least a quorum of Mmembers for each class actually votes. 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.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION

A. PROPOSING AMENDMENTS.
Amendments to the Articles of Incorporation may be proposed by: (i) two-thirds (2/3) majority vote of the Board; (ii) 2/3 vote of a LSB; of Directors oor (iii) by a petition signed by 10,000 Mmembers.

B. APPROVING AMENDMENTS.
Within 30 days of its receipt of the amendment petition or of the vote by a LSB, the Board shall review the proposed amendment to the Articles of Incorporation and vote as to whether to approve said amendment, which approval shall require a 2/3 vote of the Board.

If the Board votes to approve said amendment, notice Within fifteen (15) days after receiving an appropriately proposed amendment, announcements of the proposed amendment(s) to the Articles of Incorporation shall be posted on the Foundation’s website and broadcast by all of the Foundation’s radio stations shall broadcast an announcement twice a day regarding the existence of the proposed amendment on the Foundation’s website for review and the upcoming election to vote on said amendment. indicating that the content of the proposed amendment may be found on the Foundation’s websitefrequently for a period of 60 days (the "Notice Period").

Upon the expiration of the Notice Period, the Foundation shall distribute, or make available, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, for Members to vote on the proposed amendment. Upon the expiration of the Notice Period, the Foundation shall distributesubmit a written ballot, to each Member to vote on said amendment pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, for Members to vote on the proposed amendment. Amendments or changes to the Articles of Incorporation may be amended or repealed, by the approval of 60% of Listener-Sponsor Members voting and 60% of the Staff Members voting, provided that at least a quorum of Members for each class actually votes. 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.
Any amendment(s) to the Articles of Incorporation proposed by the Board of Directors shall be presented to the Members of the Foundation by mail ballot and shall require approval by three- fifths (3/5) majority of a quorum of the members.

Any amendment(s) to the Articles of Incorporation proposed by the Board of Directors shall be presented to the Members of the Foundation and must be approved by the affirmative vote of a 2/3rds majority of the votes representing a quorum of the members, or class of members, as applicable, voting by written mail ballot.

SECTION 3. BYLAWS CONVENTION
No later than April 2004, the national Board of Directors of the Pacifica Foundation shall hold a Bylaws Convention to review and revise the Foundation Bylaws. The members shall vote to ratify the revised Bylaws sections.

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 adopted for the Foundation by the Board of Directors and at least two-thirds of the Foundation’s local radio stations on _____ ___, 2003.

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

  ______________________________
_______________________________
Secretary

• Lawyer's accompanying letter to Pacifica [ html - 29kb ] [ MS Word - 70kb ]
• The bylaws draft - clean version [ html - 106kb ] [ MS Word version - 235kb ]