PACIFICA FOUNDATION BYLAWS

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-Laws as "The Foundation".

SECTION 2. PURPOSES

The purposes of The Foundation are stated in Article II of the Articles of Incorporation, 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 and subject in their operation to the regulatory actions of the Commission under the Communications Act of 1934, As Amended.
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 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, POLICIES AND PRACTICES

RECOMMENDATION Hybrid Statement Consisting of:
KPFK UNITY CAUCUS COLLABORATIVE PRINCIPLES
The activities of the Foundation are supported by communities of listeners, volunteers, paid and unpaid staff and contributors. Because the basis of the Foundation’s governance is democratic, and because of the primacy of the tradition of volunteerism in the Foundation, all of the roles and relationships within the Pacifica communities should promote collaborative processes, where to the greatest extent practicable, all affected persons are consulted and given an opportunity to be heard, both within the structure of governance, and in the management of the Foundation.

WBAI POLICIES AND PRACTICES
To implement Pacifica’s purposes as stated in Section 2 above, the Foundation will maintain a non-commercial radio network that:

1. is committed to peace with social justice;
2. offers progressive political information and analysis as a tool for positive social, political, economic and cultural change;
3. promotes the most progressive currents of culture, arts and ideas and provides a venue for non-mainstream artistic presentations that are rarely heard on other electronic media;
4. exposes injustice and inequality of all types, both nationally and internationally;
5. educates about the fundamental role of capitalism, corporate globalization and global apartheid in the ecological, social, political and economic devastation of this planet;
6. recognizes the critical importance and provide an outlet for the global grassroots movement for human rights, social and economic justice and sustainable development to the survival of this planet;
7. advances the self-empowerment and self-determination of exploited, oppressed and/or disenfranchised communities, populations and nations;
8. respects the rights of all workers to be treated equitably and respectfully;
9. encourages the free expression of controversial, marginalized opinions; and
10. seeks to involve in its governance and operations individuals committed to these broad principles.

KPFA/WPFW Policy Implementation
These By-Laws shall be augmented wherever possible, by resolutions of the Board of Directors and Local Station Boards (LSBs) establishing policies, and implemented through written Operating Guidelines and Procedures (also referred to as "Standing Orders", Roberts Rules of Order) stipulating practices by which the Board of Directors exercises its fiduciary responsibilities and holds management accountable to theses principles.

ARTICLE TWO
OFFICES OF THE FOUNDATION

SECTION 1. PRINCIPAL OFFICE

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

SECTION 2. OTHER OFFICES

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

ARTICLE THREE
MEMBERS OF THE FOUNDATION

SECTION 1. DEFINED

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

A. LISTENER-SPONSOR MEMBERS
"Listener-Sponsor Members" shall be any natural persons (not including paid or unpaid management or non-management members of station staff or Pacifica Foundation national staff) who within the preceding 12-month period: (1) have contributed a minimum $25 donation to any Pacifica radio station, or such minimum amount as the Board of Directors may from time to time decide, or (2) have volunteered a minimum of 3 hours' work to any Pacifica radio station.

B. STAFF MEMBERS
"Staff Members" shall be: (1) any non-management permanent paid employee of a Pacifica radio station, or (2) any unpaid worker or volunteer who has worked for any Pacifica radio station at least 15 hours in the preceding 3 months or at least 30 hours in the preceding year.

C. SINGLE MEMBERSHIP
Membership shall be determined by radio station area, and each Pacifica Foundation radio station shall maintain a register of its Listener-Sponsor Members and Staff Members. In the event that a person qualifies for membership in more than one radio station area, he or she shall be entitled to only one membership and shall notify the Foundation of which radio station area s/he wishes to be a member. In the event that a person qualifies both as a Listener-Sponsor Member and as a Staff Member, such person shall be deemed to be a Staff Member.

D. WAIVER OF REQUIREMENTS
A Local Station Board may choose to waive the gift requirement for Listener-Sponsor Membership for reasons of financial hardship for anyone who, due to incarceration or disability, cannot volunteer his/her time. RECOMMENDATION: LSBs may choose to waive the gift or volunteer requirement for membership by making a determination of hardship, where the proposed member has demonstrated an interest in becoming a member.

SECTION 2. RIGHTS

A. ELECTION AND RECALL OF DELEGATES AND DIRECTORS NO 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 and, as such, to elect Directors from their radio station area to sit on the Foundation Board. 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 and, as such, to elect Directors from the radio station area to sit on the Foundation Board. 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.

B. AMENDMENT OF BYLAWS NOT DISCUSSED, TREATED IN ARTICLE 17
RECOMMEND: members be notified of all proposed bylaws changes through LSBs and a comment period established, say 60 days before scheduled vote. LSBs could trigger Plebiscite votes, if a majority chooses to do so. Plebiscites could be conducted during regularly scheduled LSB meetings, in order to reduce cost of mailings.

C. AMENDMENT OF ARTICLES OF INCORPORATION (NOT DISCUSSED, TREATED IN ARTICLE 17) Same as above, but with higher requirements for approval, i.e., super majority of board and vote of approval of all LSBs.

D. APPROVAL, 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.

SECTION 3. QUORUM
For purposes of any election or written ballot, a quorum of the Listener-Sponsor Members shall be 10% of those entitled to vote, and a quorum of the Staff members shall be one-third (1/3) of those entitled to vote, as of the applicable record date.

SECTION 4. RECORD DATE
The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to any other lawful membership action, shall be 45 days before the first written ballot or notice is mailed.

SECTION 5. PROXIES
All action taken by Members shall be taken by the Members personally. The powers of Members may not be exercised by alternates, by proxy or the like.

ARTICLE FOUR
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 Local Station Boards. Delegates may only act personally at a meeting or by written ballot and may not act by proxy.

SECTION 2. NOMINATION OF DELEGATES, ELIGIBILITY

A. NOMINATION PROCEDURES: NOT DISCUSSED

RECOMMENDATION: The board should collaborate on a version of the KPFA text.

ELIGIBILITY
(1)Any Listener-Sponsor Member in good standing may be nominated for the position of Delegate by obtaining the signatures of ten (10) 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 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.
(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. SIZE AND COMPOSITION OF LOCAL STATION BOARDS
Local Station boards shall include between 18 and 24 members, "Staff Members" shall comprise one-quarter of the membership. (SUGGEST: grant LSBs authority to amend maximum size of membership by affirmative vote, upon notification of Foundation Board.)

RECOMMENDATION: The size of the LSBs should be a number divisible by 4, to simplify the one-quarter requirement participation by local station staff.

Some listeners have advocated for larger LSBs that will engage in regular committee activity that directly support Local Station operations. Therefore, we may want to empower LSBs to amend, upward, the size of their membership. However, if the membership of the Local Station Board exceeds say 30 members, it may be difficult to ensure sufficient participation of local station staff equal to one-quarter of the LSB.

SECTION 4. DELEGATES' TERMS OF OFFICE, ELECTION CYCLE

1. Delegates’ terms of office on the LSBs shall be three years.
2. The delegates’ terms of office shall be staggered. LSBs elections need not be conducted annually
3. The term of a Delegate shall be three (3) years. A director may serve two (2) consecutive three-year terms. A Delegate shall not be eligible for further services as a Director until one year has elapsed after the termination of the Delegate’s second consecutive three-year term.
4. (FOOTNOTE: LSBs 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.)

SECTION 5. LOCAL STATION BOARD DIVERSITY GOALS AND REQUIREMENTS

RECOMMENDATION: 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, in designing an electoral mechanism, 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 implement proportional representation voting methods in the conduct of the LSB elections.

SECTION 6. FAIR CAMPAIGN PROVISIONS

RECOMMENDATION: The Board should collaborate on a version of the KPFA text. It may want to consider requiring the LSBs to promulgate their elections procedures to include: authorized voting methods; certification of eligible members; registration of voting members; nomination petitioning and certification; campaign and fundraising guidelines; ballot printing and distribution, plus alternative voting methods; tabulation of ballots and certification of delegates-elect.

ARTICLE FIVE
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. DEFINED
The Directors of the Foundation shall be natural persons who have been elected 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 and has served at least one year as a Delegate is eligible to be elected to a Director. (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 proviso that "on-air" staff must resign their program in exchange for serving on the Board.

C. NUMBER
The Pacifica Foundation Board of Directors shall have equal representation for each station.(Alternatives are: fixed number; minimum/maximum; revisit formulas in accordance with network wide national Bylaws conventions.)

D. EX OFFICIO DIRECTORS: NOT DISCUSSED

E.  POWER AND AUTHORITY: NOT DISCUSSED

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

F. DUTIES: NOT DISCUSSED

SECTION 2. TERMS: NOT DISCUSSED

RECOMMENDATION (KPFA): The term of a Director shall be three (3) years. A director may serve two consecutive three-year terms. A Director shall not be eligible for further services as a Director until one year has elapsed after the termination of a Director’s second consecutive three-year term.

SECTION 3. NOMINATION OF DIRECTORS: NOT DISCUSSED

A. STATION REPRESENTATIVE DIRECTORS

B.AFFILIATE DIRECTORS
RECOMMENDATION 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 at an annual community radio conference. 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 ensure that each affiliate station is granted a vote for a nominee/s.

C. AT-LARGE DIRECTORS: NOT DISCUSSED
(FOOTNOTE: "Affiliate" Directors are effectively At-large Directors. Should some provision be considered to enable the Directors, with the concurring vote of the LSBs, to create specific At-large seats, if these seats are required to provide the Foundation with certain expertise, or to represent constituencies, as deemed necessary by the Board, from time to time?)

SECTION 4. ELECTION OF DIRECTORS: NOT DISCUSSED

SECTION 5. DIVERSITY GOALS: NOT DISCUSSED
RECOMMENDATION: In order to fulfill the Foundation's purposes and principles as set forth in Article 1, Sections 2 and 3, the Directors of the Foundation shall include at least 50% people of color and at least 50% women.

SECTION 6. SEATING OF DIRECTORS: NOT DISCUSSED

SECTION 7. REMOVAL OF DIRECTORS: NOT DISCUSSED
A. BY BOARD OF DIRECTORS
B. BY LOCAL STATION BOARD DELEGATES
C. BY THE MEMBERS ]

SECTION 8. VACANCY: NOT DISCUSSED
If a Station Representative Director's seat becomes vacant for any reason, that seat shall be filled for the remainder of the term by the Local Station Board for that station area.

SECTION 9. COMPENSATION: NOT DISCUSSED
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: NOT DISCUSSED

RECOMMENDATION (KPFA): 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 currently being compensated by the Foundation for services rendered it within the previous twelve (12) months, whether as a full- 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

RECOMMENDATIONS: Below proposals on "Accessibility" are from the draft bylaws submitted by David Fertig; those on open meetings were suggested by listener activists. Other language in common derives from the KPFA bylaws proposal. Key differences require the board to adopt language for "Time and Place" and "Quorum" sections.

SECTION 1. TIME AND PLACE OF MEETINGS: NOT DISCUSSED

SECTION 2. SPECIAL MEETINGS: NOT DISCUSSED
Special meetings of the Board of Directors may be called by the Board Chair, any two Officers of the Board, by a majority of the Executive Committee, or by any five members of the Board.

SECTION 3. NOTICE: NOT DISCUSSED
Written 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 director specifies in writing to the Foundation Secretary, at least thirty (30) days before any such meeting. Special meetings shall require only 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. All meetings shall be announced a minimum of three times daily on air for five days on all Pacifica radio stations.

SECTION 4. QUORUM: NOT DISCUSSED

SECTION 5. ATTENDANCE: NOT DISCUSSED

Any Director who is absent for three (3) 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 6. ACTION BY UNANIMOUS WRITTEN CONSENT: NOT DISCUSSED

SECTION 7. PROXIES: NOT DISCUSSED
All action taken by Directors shall be taken by the elected Director, personally, the powers of members of the Board may not be exercised by alternates, by proxy or the like.

SECTION 8. OPEN MEETINGS: NOT DISCUSSED
All meetings of the Board of Directors as well as meetings of the Local Station Boards and their committees shall be open to the public, 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: a) makes a public statement before the session begins as to the reason for doing so, and b) publicly releases, within a reasonable period after the executive session, 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, to register their name or to provide any other information. All public meetings of the Board of Directors and the Local Station Board shall include public comment periods. These periods for national meetings shall be not less than one hour, and for meetings of the Local Station Board, not less than one-half hour.

SECTION 9. ACCESSIBILITY: NOT DISCUSSED
All public Pacifica Foundation meetings shall be held in spaces fully accessible as defined in the Americans with Disability Act. Properly closed sessions may be held otherwise unless this would impair access for any individual entitled to attend.

ARTICLE SEVEN
COMMITTEES OF THE BOARD OF DIRECTORS

RECOMMENDATION: Key differences suggest the board must determine collaboratively the Committee structure for the Foundation Board.

SECTION 1. EXECUTIVE COMMITTEE: NOT DISCUSSED

SECTION 2. STANDING COMMITTEES: NOT DISCUSSED

SECTION 3. OTHER ADVISORY COMMITTEES: NOT DISCUSSED

ARTICLE EIGHT
LOCAL STATION BOARDS

RECOMMENDATION: This section appears complete. The board may wish to revisit certain sections as the request of listeners, activists and bylaws subcommittees.

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 AUTHORITY
The 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.

SECTION 7. QUORUM
A quorum shall be one-half of the duly elected Local Station Board Delegates.

SECTION 8. PACIFICA ASSOCIATE STATIONS
RECOMMENDATION: It is recommended that the Board of Directors adopt some version of the following proposal that was put forward by KPFA LAB with regard to KFCF.

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

RECOMMENDATION: Common language derived from the KPFA proposal appears in Sections 2 and 3; the other sections should be determined by the Board collaboratively. Some particular thought may be given to the past procedure of selecting non-director officers (such as the Board Chair)

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

1. ELECTION OF OFFICERS
2. 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.
3. REMOVAL OF OFFICERS
4. VACANCIES

ARTICLE TEN
EXECUTIVE DIRECTOR

RECOMMENDATION: The board’s choice lies between the KPFA bylaws proposal that stipulates some of the duties and authorities of the Executive Director and the other versions that are brief.

SECTION 1. EXECUTIVE DIRECTOR: NOT DISCUSSED

ARTICLE ELEVEN
GENERAL PROVISIONS

RECOMMENDATION: The Board is advised to adopt the KPFA proposal that uses language that conforms closely to the California Nonprofit Corporation Code model.

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

SECTION 2. 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.

SECTION 3. EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF DIRECTORS, OR POSITION AS OFFICER OF THE FOUNDATION
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, withdrawing or terminated members, 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. No 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.

SECTION 4. NON-LIABILITY OF DIRECTORS
Directors shall not be personally liable for the debts, liabilities, or other obligations of the Foundation, subject to the provisions of the California Corporations Code.

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 TWELVE
CORPORATE RECORDS, REPORTS AND SEAL

RECOMMENDATION: The Board is advised to adopt the KPFA proposal that uses language that conforms closely to the California Nonprofit Corporation Code model.

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

A. MINUTES
Minutes of all meetings of the Board of Directors, of committees of the Board having any authority of the Board, and, if held, of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

B. BOOKS AND RECORDS
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts,

C. MEMBERSHIP RECORDS
A record of its members indicating their names and addresses and the class of membership held by each member and the termination date of any membership;

D. ARTICLES AND BYLAWS
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

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 corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all 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, for a purpose reasonably related to such person's interest as a member:

1. To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested; and
2. To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

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
The board shall cause an annual report to be furnished 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. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and
5. Any information required by Section 7 of this Article.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
The Foundation shall attach as an addendum to the Annual report a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification 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.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, 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. EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation 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 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 THIRTEEN
CONFLICTS OF INTEREST

RECOMMENDATION: The Board is advised to adopt these concise and well-crafted provisions that were prepared by listeners in the WBAI signal area.

SECTION 1. DEFINITIONS

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

An "INTERESTED PERSON" is any person serving as a director, officer, delegate, employee, or member of a committee of the Board of Directors of The 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 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 personal interests of an Interested Person are or may be inconsistent with the best interests of The Foundation. The following circumstances shall be deemed to create a Conflict of Interest: >A contract or transaction between The Foundation and an Interested Person or Family Member.

A contract or transaction between The 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.

A compensation arrangement between any entity or individual with which The Foundation has a contract or transaction and an Interested Person or Family Member.

A compensation arrangement between any entity or individual with which The 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.

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

An Interested Person accepting gifts, entertainment or other favors from any individual or entity that (i) does or is seeking to do business with, or is a competitor of , The Foundation or (ii) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from The Foundation, in both cases under circumstances where it might be inferred that such action was intended to influence or might 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 directors and/or members of 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 Chairperson or the Chairperson's designee. Until a Conflict of Interest has been voted upon by the Board of Directors in accordance with this Policy, an Interested Person shall refrain from any action that might affect The 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 Interested 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 The Foundation shall nonetheless enter into the contract or transaction because it is in The 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:

(1) that the contract or transaction is for the benefit of the Foundation; and
(2)  that the contract or transaction is fair and reasonable; and
(3) that the Foundation could not obtain a more advantageous arrangement with reasonable effort under the circumstances.

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 as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or potential Conflict of Interest, it shall take appropriate disciplinary and corrective action, which might include removal of a director from a committee or termination of an employee's employment.

ARTICLE FOURTEEN
EMERGENCY BYLAWS
REVIEWING THE BYLAWS

RECOMMENDATION: It is devoutly to be hoped that this section of the By-Laws will prove unnecessary. The board, however, would be well advised to consider adopting these forethoughtful provisions, in whole or in part, as developed by the KPFK Committee.

SECTION 1. WHEN OPERATIVE
The Emergency Bylaws provided herein shall be operative during any emergency in the conduct of the purposes of the Foundation resulting from an attack upon the United States or any nuclear, biological or atomic disaster, notwithstanding any different provision in other paragraphs of these Bylaws, in the Articles of Incorporation or in the statutes governing nonprofit corporations. To the extent not inconsistent with the provision of this Article Fourteen, the other provisions of the Bylaws shall remain in effect during such emergency, and upon its termination these Emergency Bylaws shall cease to be operative.

SECTION 2. EVENT OF EMERGENCY
During any such emergency as described in Section 1, the following actions shall be taken:

1. A meeting of the Board of Directors may be called by any officer or director of the Foundation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the Directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.
2. At any such meeting of the Board of Directors, a quorum shall consist of any ten Directors, nine Directors and one Officer, or any five Officers.
3. The Board of Directors, either before or during such emergency, may provide and from time to time modify, lines of succession in the event that during such an emergency any or all Officers or agents of the Foundation shall for any reason be rendered incapable of discharging their duties.
4. The Board of Directors, either before or during such emergency, may effective in the emergency, change the head office or designate several alternative head offices or regional offices or authorize the officers so to do.

SECTION 3. NON-LIABILITY
No Officer, Director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct.

SECTION 4. AMENDMENT OR REPEAL
These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the Members, but no such repeal or change shall modify the provisions of Section 3 as to non-liability with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

ARTICLE FIFTEEN
DISSOLUTION AND PROHIBITION AGAINST

SHARING FOUNDATION PROFITS AND ASSETS

RECOMMENDATION: The Board is advised to adopt the KPFA proposal that uses language that conforms closely to the California Nonprofit Corporation Code model.

SECTION 1. METHOD
The corporation may be dissolved in the following manner: A petition for dissolution signed by ten percent of the members of each station area shall be submitted to the Board of Directors and a postal ballot to dissolve shall be sent to all members and shall require a three-fifths vote of a quorum of members of those valid returned ballots to uphold the petition to dissolve.

SECTION 2. DISPOSITION OF ASSETS
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of the assets in a manner appropriate to Pacifica's mission or to such organization or organizations as shall at the time qualify as devoted to the Pacifica Mission.

SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION
No member, director, officer, employee, or other person connected with the Foundation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, 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 and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and bylaws of this corporation and not otherwise.

ARTICLE SIXTEEN
PARLIAMENTARY PROCEDURE

As to any matter not herein specified, Robert's Rules of Order (revised edition) shall apply.

ARTICLE SEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

RECOMMENDATION: KPFK’s strongly-worded sections regarding amendments to the Bylaws and the Articles of Incorporation may provide significant protection against legislative attacks on the original purposes and mission of the Pacifica Foundation.

SECTION 1. AMENDMENT OF BYLAWS

A. POWER TO AMEND.
These By-Laws may be amended, altered or repealed in whole or in part by the members. Amendments may be proposed by a two-thirds (2/3) majority vote of the national Board of Directors or of a Local Station Board, or by a petition signed by 100 members. 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 RATIFICATION.
In order to be adopted, any proposed bylaws amendment must receive the vote of three-fifths (3/5) of the members voting, provided that a quorum of members actually votes.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION

A. PROPOSING AMENDMENTS.
Amendments to the Articles of Incorporation may be proposed by two-thirds (2/3) majority vote of the Board of Directors or by a petition signed by 100 members.

B. APPROVING AMENDMENTS.
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.