PACIFICA FOUNDATION

BY-LAWS

ARTICLE ONE

IDENTITY AND PURPOSE

SECTION 1 "NAME":

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

SECTION 2 "PURPOSE":

The purpose of The Foundation is as stated in Article II of the Articles of Incorporation.

SECTION 3 "COLLABORATIVE RELATIONS":

(A) The activities of the Foundation are supported by communities of listeners, volunteers, employees 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. These By- Laws shall be augmented wherever possible, by resolutions of the Board establishing Foundation policies, and implemented through detailed written Operating Guidelines and Procedures stipulating practices by which the Board of Directors exercises its fiduciary responsibilities and holds management accountable to the communities it serves.

(B) EACH STATION SHALL BROADCAST A MONTHLY 2-HOUR PROGRAM TO DISCUSS PACIFICA GOVERNANCE MATTERS.

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.

SECTION 2 "OTHER OFFICES":

The Foundation shall also have offices at such 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" shall be any natural person who within the preceding 12 months: (1) has 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 has volunteered a minimum of 3 hours' work to any Pacifica radio station, and (2) has returned a signed membership registration card stating that he or she has read and supports the purposes of the Pacifica Foundation. The registration card shall have printed on it the purposes of the Pacifica Foundation and shall be mailed to persons eligible for listener-sponsor membership upon receipt of the minimum donation or volunteer hours worked.

(B) [KPFK bylaws subcommittee voted not to have staff as a class of members but not to prevent staff from becoming members as in para. A.]

(B) 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 their time.

SECTION 2 "RIGHTS":

(A) Election of Directors.

(1) The Listener-Sponsor Members for each station area shall have the right to elect twelve FIFTEEN Directors who shall sit on the Local Station Board committee of the Board of Directors for their station area. [KPFK bylaws subcommittee strongly believes that Directors should be elected by Members, not by Station Board members.]

(2) The Staff Members for each station area shall have the right to elect six Directors to sit on the Local Station Board committee of the Board of Directors for their station area. [KPFK bylaws subcommittee strongly believes that staff positions on the board are an inherent conflict of interest and should not be permitted.]

(B) Amendment of Bylaws. Any amendment of the Foundation bylaws that materially adversely affects the rights of the members, or any class of members, shall require the vote of approval of the members, or class of members, as applicable, in order to be effective.

(C) Amendment of Articles of Incorporation. Any amendment to the Foundation Articles of Incorporation shall require the vote of approval of the Members.

(D) The Members of a radio station area shall have the right to recall any Director elected by them.

(E) MEMBERS SHALL HAVE A RIGHT TO ATTEND ALL BOARD AND COMMITTEE MEETINGS, EXCEPT THOSE CLOSED FOR HEARING PERSONNEL MATTERS, AND SPEAK DURING THE PERIOD TO BE SET ASIDE FOR MEMBER COMMENT.

SECTION 3 "QUORUM":

A quorum of the Listener-Sponsor Members shall be 10% of those entitled to vote as of the applicable date of record. A quorum of the Staff members shall be one-third (1/3) of those entitled to vote as of the applicable date of record.

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

DIRECTORS OF THE FOUNDATION

SECTION 1 "FOUNDATION BOARD OF DIRECTORS - MEMBERSHIP

ELIGIBILITY, NUMBER, POWERS AND DUTIES":

(A) Defined: The Directors of the Foundation shall be Members of the Foundation who have been elected to the office of Director by the Members of the local station areas.

(B) Eligibility: Any Member of the Pacifica Foundation WHO HAS BEEN A MEMBER FOR ONE YEAR [to prevent outside interference] is eligible to be elected a Director except that no person who holds any political or governmental elective or appointive office at any level of government - federal, state or local - or is a candidate for such office, or who has held such office within 3 years, shall be eligible for election to the office of Director of the Pacifica Foundation. A Director must immediately resign the office of Director if s/he becomes a political candidate or receives a political appointment during his or her term as a Director. This restriction shall not apply to civil service employment by governmental agencies.

(C) Number: The Pacifica Foundation shall have ninety (90) SEVENTY-FIVE (75) Directors.

(D) Ex Officio Directors: The Foundation Executive Director, the Director of the Pacifica Foundation Archives, the Pacifica Ombudsman, and a Recording Secretary or Chief Financial Officer (if either or both are appointed) shall be ex officio non-voting members of the Board of Directors.

(E) Power and Authority: 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, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

(F) Duties: The ongoing duties of the Board are to:

(1) ensure compliance with the purposes of the Foundation as set forth in the Articles of Incorporation;

(2) ensure compliance with corporate responsibilities and state and federal law;

(3) ensure regular communication with the Members at all levels of governance;

(4) appoint, supervise and remove, employ and discharge, the Executive Director of the Foundation;

(5) meet at such regular times and places as required by these Bylaws and to meet at such other times as may be necessary in order to carry out the duties of Directors;

(6) register their addresses, telephone numbers, and email addresses with the Secretary of the Foundation. Notices of meetings mailed, transmitted by telecopier facsimile, or emailed WITH RECEIPT REQUESTED to them at such addresses shall be valid notices thereof; and

(7) ensure the execution of Foundation business decisions as required by the exercise of Board powers and authority, as above.

SECTION 2 "TERMS":

(A) The term of a Director shall be three (3) years. A director may serve two (2) consecutive three-year terms. One third of the directors shall be elected each year. 1

(B) A Director shall not be eligible for further service 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":

Nominations for the office of Director shall open on September 1st of each year and close on November 1^st. 2 Nomination papers shall be delivered to an independent elections coordinator, who shall not hold any elective Foundation office and who shall be chosen by each Local Station 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 a form to be provided by the election coordinator, a statement of whether the candidate is running for election as a MEMBER OF THE NATIONAL/BUDGET/PROGRAMMING COMMITTEES OR THE LOCAL PROGRAMMING COUNCIL. Listener-Sponsor Member or a Staff Member, and The candidate shall also indicate his/her gender, and racial or ethnic heritage, i.e., European, African, Latin American, Native American, Asian, Pacific Islander, Arab, LESBIAN-GAY-BISEXUAL-TRANSGENDER or declines to state, AND a statement up to 500 words in length by the candidate which shall be mailed to the voting members, POSTED TO THE STATION’S WEBSITE, AND PLACED IN THE STATION’S NEWSLETTER/FOLIO (IF ANY). CANDIDATES SHALL HAVE AN OPPORTUNITY TO BE INTERVIEWED ON-AIR AT THE LOCAL STATIONS TO BE RE-BROADCAST FREQUENTLY AT REASONABLE TIMES WITHIN THE PERIOD BETWEEN THE CLOSE OF NOMINATIONS AND THE COUNTING OF THE BALLOTS.

(A) Any eligible Listener-Sponsor Member may be nominated for the office of Director by the signatures of twenty (20) Listener-Sponsor Members in good standing.

SECTION 4 "ELECTION OF DIRECTORS":

(A) Listener-Sponsor Directors shall be elected by the Listener-Sponsor Members of each radio station area by mail ballot. Each member shall have one vote, and the top vote four (4) vote-getters shall be elected each year 3, subject to the diversity criteria specified below. The Proportional Representation "Single Transferrable Voting Method" is authorized and may

be utilized, if approved by majority vote of the Local Station Board. SHALL BE USED. There shall be a 30-day period for return of ballots after mailing, and the ballots shall be counted and the election results certified by the Elections Coordinator not later than December 29th of each year.

(B) Staff Directors shall be elected by the Staff Members

[1 For the first implementation, the top 1/3rd vote-getters shall be elected for 3- year

terms, the next 1/3rd shall be elected for 2-year terms, and the next 1/3rd shall be elected

for 1-year terms.

2 For the first implementation of these bylaws, nominations shall open immediately upon

ratification of the bylaws and shall be open for 45 days thereafter.

3 For the first implementation of these bylaws, the top twelve FIFTEEN vote-getters shall be

elected, subject to the diversity criteria.

subject to the diversity criteria. ]

SECTION 5 "DIVERSITY GOALS":

It is the goal of the Foundation that a minimum of 50% of the Directors shall be racial/ethnic minorities and a minimum of 50% of the Directors shall be women. To that end, in any election of directors, 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 Director who does not receive at least one-half (½) 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 have been met, 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 have been elected, and s/he shall declare them elected in order of highest number of votes received, replacing the candidates who would have been elected in order of lowest number of votes received. For example: if there are four seats to be filled and the top four vote-getters are three non-minority men and one minority woman, the non-minority man with the least votes who would have been elected will be replaced with the next highest vote-getter who is either a minority or a woman. The elections coordinator will then examine the results again to see if the diversity goals for both minorities and women has been met, and if not, s/he will replace the next lowest non-minority man who would have been elected with the next highest minority or woman with the minimum required number of votes who will fulfill the diversity goals.

SECTION 6 "SEATING OF DIRECTORS":

The Directors shall be seated at the first meeting of their respective Local Station Boards to be held in January each year.

SECTION 7 "REMOVAL AND RECALL OF A DIRECTOR":

(A) Any Director may be removed by the Board of Directors at a regular or special meeting by a three-fifths (3/5) vote of all of the members of the Board of Directors, provided that the grounds for such removal are submitted with the notice of said meeting and, provided further, that the said Director shall have a reasonable opportunity at said meeting to protest his/her removal.

(B) Upon the petition of fifty (50) of the Members of the Radio Station area that elected a Director, the Director may be removed by a majority vote of the Members voting in a recall election. AFTER THE PETITION HAS 50 SIGNATURES, THERE SHALL BE A STATION MEMBERS MEETING ANNOUNCED ON AIR FOR THE PURPOSE OF THE PETITIONERS PRESENTING THEIR REASONS AND AN OPPORTUNITY FOR THE BOARD MEMBER UNDER RECALL TO DEFEND. THE MEETING SHALL BE BROADCAST, LIVE IF POSSIBLE, NO LATER THAN TEN (10) DAYS PRIOR TO THE MEMBERS’ VOTE. If recall procedures have not been established by the Board of Directors, then the Local Station Board Committee for that station area shall determine the recall procedures within thirty (30) days of the submission of a recall petition.

(C) Any Director may be removed automatically for absences as set forth in Article Five.

SECTION 8 "VACANCY":

If a Directors' seat becomes vacant by reason of death, resignation, or removal, the seat shall be filled for the remainder of the term by appointment of the Local Station Board Committee for that station area of the next person in order from the last previous election of Directors for that area who is willing to serve and who meets the diversity goals. If no such person exists, then the Local Station Board may fill the vacancy with any eligible Member, by majority vote.

SECTION 9 "COMPENSATION":

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

SECTION 10 "RESTRICTION REGARDING INTERESTED DIRECTORS":

(A) 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.

(B) 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, brother-in- law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 11 "CONFLICT OF INTEREST POLICY": [WBAI DRAFT OR OTHER WORDING]

ARTICLE FIVE

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 times, and places as designated by a majority vote of the Board of Directors at the previous meeting. The Board shall also regularly meet in JUNE, September, AND DECEMBER of each year. All meetings shall BE BROADCAST NATIONALLY AND occur at a location not farther than 25 miles from the offices of a Foundation radio station, and the Board meetings shall rotate through the five radio station areas. Directors may attend in person, or by telephone or video conference, or other electronic means, provided that all Directors may hear one another, at all times. THE MEETINGS SHALL ALSO BE PROFESSIONALLY RECORDED AND ARCHIVED WITHIN 72 HOURS. THE RECORDED MEETINGS SHALL BE AVAILABLE AT THE PACIFICA ARCHIVES AND WEBSITE, IDENTIFIED BY A TABLE OF CONTENTS AND SEARCHABLE BY TOPIC, SUCH AS "BUDGET".

SECTION 2 "SPECIAL MEETINGS":

Special meetings of the Board of Directors may be called by the Board Chair, any two Vice Chairs, or by any three members of the National Committee of the Board.

SECTION 3 "NOTICE":

Written notice of every regular and special meeting of the Board of Directors, stating the time and place of said meeting, and the purposes thereof, shall be mailed, or sent to each member of the Board of Directors by telecopier or email WITH RECEIPT REQUESTED at least THIRTY (30) ten (10) days before any such meeting. WRITTEN NOTICE OF SPECIAL MEETING OF THE BOARD OF DIRECTORS, STATING THE TIME AND PLACE OF SAID MEETING, AND THE PURPOSES THEREOF, SHALL BE MAILED, OR SENT TO EACH MEMBER OF THE BOARD OF DIRECTORS BY TELECOPIER OR EMAIL WITH RECEIPT REQUESTED AT LEAST TEN (10) DAYS BEFORE ANY SUCH MEETING. NOTICE SHALL ALSO BE GIVEN ON THE PACIFICA WEBSITE AND BE BROADCAST FREQUENTLY ON EACH STATION.

SECTION 4 "QUORUM": [KPFK bylaws subcommittee did not want a small group of directors to have the ability to take over Pacifica.]

A quorum at any meeting of the Board of Directors shall consist of THIRTY-NINE one-third (1/3) of the duly elected Directors. IF A SUFFICIENT NUMBER OF VOTING MEMBERS CONSTITUTING A QUORUM IS NOT PRESENT, INCLUDING BY TELECONFERENCE, THE PRESIDING OFFICER MAY ADJOURN THE MEETING TO A DATE AND HOUR FIXED BY THE OFFICER, PROVIDED REASONABLE NOTICE IS GIVEN IN WRITING BY MAIL, FACSIMILE, TELEPHONE, EMAIL WITH RECEIPT REQUESTED, OR OTHER APPROPRIATE MEANS OF THE DATE AND TIME OF THE CONTINUED MEETING.

SECTION 5 "ATTENDANCE":

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 whether or not the absences have been excused.

SECTION 6 "ACTION BY UNANIMOUS WRITTEN CONSENT":

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as a unanimous vote of such Directors.

SECTION 7 "PROXIES":

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

ARTICLE SIX

COMMITTEES OF THE BOARD

SECTION 1 "LOCAL STATION BOARDS":

The Directors elected by the members of the five station areas shall serve as a standing committee of the Board of Directors for that radio station, which shall be known as the Local Station Board for that radio station.

(A) Power and Authority: The Local Station Boards are authorized to exercise any and all corporate powers of the Pacifica Foundation, with regard to that LOCAL radio station, particularly those regarding personnel management, allocation of resources, budgeting and financial management, contracting, management of Foundation assets, planning, and fundraising and development, programming, technical and technological development and compliance with federal and other broadcast rules and regulations, including the establishment of separate Community Advisory Boards (CABS) to the extent that the radio station seeks funding from the Corporation for Public Broadcasting and such CABS are required as a condition of such grants.

(B) Duties: The ongoing duties of the Local Station Boards Board with regard to their radio stations are to:

(1) ensure compliance with the purposes of the Foundation as set forth in the Articles of Incorporation;

(2) ensure compliance with corporate responsibilities and state and federal law;

(3) ensure regular communication with the Members;

(4) appoint, supervise and remove, employ and discharge, the station General Manager, and to approve the hiring of all other station management personnel.

(5) generally supervise the operations and management of the radio station;

(6) meet at least every other month at such regular times and places as they shall determine and to meet at such other times as is necessary in order to carry out the duties of the Local Station Board; and

(7) ensure the execution of Foundation business decisions concerning that radio station, as required by the exercise of Board powers and authority, as above.

(C) 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. Each Local Station Board shall also elect their representatives to the National Committee, the National Finance

Committee, and the National Program Committee at a Local Station Board meeting in January or February. The Chairs of each Local Station Board shall serve on the National Committee of the Board of Directors, and shall hold the office of Vice-Chairs of the Foundation.

(D) A QUORUM AT ANY MEETING OF THE STATION BOARD SHALL CONSIST OF SEVEN/NINE OF THE DULY ELECTED DIRECTORS. IF A SUFFICIENT NUMBER OF VOTING MEMBERS CONSTITUTING A QUORUM IS NOT PRESENT, INCLUDING BY TELECONFERENCE, THE PRESIDING OFFICER MAY ADJOURN THE MEETING TO A DATE AND HOUR FIXED BY THE OFFICER, PROVIDED REASONABLE NOTICE IS GIVEN IN WRITING BY MAIL, FACSIMILE, TELEPHONE, EMAIL WITH RECEIPT REQUESTED, OR OTHER APPROPRIATE MEANS OF THE DATE AND TIME OF THE CONTINUED MEETING.

(E) EACH STATION SHALL FORM A LOCAL PROGRAM COUNCIL WHOSE MEMBERS SHALL BE ELECTED FROM THE LOCAL STATION BOARD MEMBERS. THE COUNCIL SHALL SUPERVISE LOCAL STATION PROGRAMMING.

SECTION 2 "NATIONAL COMMITTEE":

The National Committee of the Board of Directors shall consist of the Chairs of the five Local Station Boards, and two additional Local Station Board members from each Local Station Board who shall be elected by majority vote by their respective Local Station Boards. Of the three Local Station Board members from each Local Station Board who serve on the National Committee. , one shall be a Staff Member and two shall be Listener- Sponsor Members. The National Committee members shall be elected for one year terms commencing in January of each year. Each Local Station Board may recall from the National Committee and replace any National Committee member elected by them, by majority vote of the Local Station Board members present and voting, provided that notice of the proposed removal is sent to all members of the Local Station Board at least 10 days prior to the meeting where such action may be taken. A Local Station Board member who has been removed from the National Committee by his/her Local Station Board, shall continue to serve his/her term as a Director, unless s/he resigns or is removed as a Director pursuant to the provisions of these Bylaws.

(A) Power and Authority: WHERE ACTION IS NECESSARY BETWEEN MEETINGS OF THE BOARD the National Committee is authorized to exercise any and all corporate powers of the Pacifica Foundation ON BEHALF OF THE BOARD, PROVIDED THAT THE ACTION IS CONSISTENT WITHIN PACIFICA POLICY, with regard to the Pacifica Archives, National Programming, the Pacifica Affiliate system, and other national initiatives of the Foundation, particularly those regarding personnel management, allocation of resources, budgeting and

financial management, contracting, management of Foundation assets, planning, fundraising and development, programming, technical and technological development and compliance with federal and other broadcast rules and regulations.

(B) Duties: The ongoing duties of the National Committee with regard to national initiatives are to:

(1) ensure compliance with the purposes of the Foundation as set forth in the Articles of Incorporation;

(2) ensure compliance with corporate responsibilities and state and federal law;

(3) ensure regular communication with the Members;

(4) appoint. supervise and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation of the Executive Director of the Foundation;

(5) generally supervise the management and operations of Foundation personnel to assure that their duties are performed properly;

(6) meet at least quarterly, BY ANY MEANS, SUCH AS CONFERENCE TELEPHONE CALL WHICH WILL ALLOW THE COMMITTEE TO CONFER AS A BODY, at such regular times and places as they shall determine and to meet at such other times as is necessary WHICH MEETING SHALL BE HELD ONLY AFTER ADEQUATE NOTICE IS GIVEN TO ALL COMMITTEE MEMBERS in order to carry out the duties of the National Committee; and

(8) ensure the execution of Foundation business decisions concerning national initiatives, as required by the exercise of Board powers and authority, as above.

(C) The National Committee may adopt resolutions requiring implementation by the local radio stations or affecting the programming of the local radio stations, and those resolutions shall be effective as to all Pacifica radio stations, unless overridden by majority vote of three of the five Local Station Boards.

(D) A QUORUM AT ANY MEETING OF THE STATION BOARD SHALL CONSIST OF SEVEN OF THE DULY ELECTED DIRECTORS. IF A SUFFICIENT NUMBER OF VOTING MEMBERS CONSTITUTING A QUORUM IS NOT PRESENT, INCLUDING BY TELECONFERENCE, THE PRESIDING OFFICER MAY ADJOURN THE MEETING TO A DATE AND HOUR FIXED BY THE OFFICER, PROVIDED REASONABLE NOTICE IS GIVEN IN WRITING BY MAIL, FACSIMILE, TELEPHONE, EMAIL WITH RECEIPT REQUESTED, OR OTHER APPROPRIATE MEANS OF THE DATE AND TIME OF THE CONTINUED MEETING.

SECTION 3 "NATIONAL PROGRAM COMMITTEE": [National Program Committee to do longterm planning, such as webcasts, low power stations, technical innovations. Local station programming councils to supervise local programming.]

(A) There shall be a National Program Committee which shall review and evaluate the programming of all Pacifica radio stations to insure that each station is fulfilling the purposes of the Foundation AND BE RESPONSIBLE FOR TECHNICAL AND TECHNOLOGICAL DEVELOPMENT AND COMPLIANCE WITH FEDERAL AND OTHER BROADCAST RULES AND REGULATIONS. The Program Committee members shall consist of two FIVE Local Station Board members from each station area who shall be elected by their respective Local Station Boards FROM AMONG THE LOCAL PROGRAM COUNCIL MEMBERS, one of whom shall be a member of the National Committee of the Board. In the event that the Program Committee determines that a local station is not adequately fulfilling Pacifica's purposes, the committee shall meet and confer with the Local Station Board for that station to develop corrective measures and policies.

(B) A QUORUM AT ANY MEETING OF THE STATION BOARD SHALL CONSIST OF THIRTEEN OF THE DULY ELECTED DIRECTORS. IF A SUFFICIENT NUMBER OF VOTING MEMBERS CONSTITUTING A QUORUM IS NOT PRESENT, INCLUDING BY TELECONFERENCE, THE PRESIDING OFFICER MAY ADJOURN THE MEETING TO A DATE AND HOUR FIXED BY THE OFFICER, PROVIDED REASONABLE NOTICE IS GIVEN IN WRITING BY MAIL, FACSIMILE, TELEPHONE, EMAIL WITH RECEIPT REQUESTED, OR OTHER APPROPRIATE MEANS OF THE DATE AND TIME OF THE CONTINUED MEETING.

SECTION 4 "NATIONAL BUDGET COMMITTEE":

The Foundation Treasurer and the Treasurers of the five Local Station Boards shall constitute the National Budget Committee, which shall have the duty to prepare an annual budget for the Foundation, including all five radio stations, the Pacifica Archives, the national administrative office, national programming, and all other Foundation operations. Proposed budgets for the five radio stations shall be submitted to the National Budget Committee by the Local Station Boards, as well as budgets for all national programs and departments, in June of each year. The National Budget Committee, then, in consultation with appropriate accounting and management staff and the Local Station Boards, shall make such adjustments as they deem appropriate and shall prepare a final proposed budget for adoption by the Board of Directors, by majority vote of the Directors present and voting in a quorum at the September meeting of the Board of Directors. The annual Foundation budget is to be approved no later than September 30th each year, prior to commencement of the fiscal year on October 1st. It shall also be the duty of the Budget Committee to submit at least quarterly to the full Board of Directors a report of actual income and expenses versus budgeted income and expenses, with an explanation of any major discrepancies. The budget shall also specify a maximum expenditure that may be made without specific approval of the National Budget Committee or the Board of Directors.

SECTION 5 "OTHER ADVISORY COMMITTEES":

The Board may establish advisory committees as authorized by the nonprofit corporate law of the State of California to assist the Board in developing plans and initiatives to further Pacifica's mission and purposes, as found in the Articles of Incorporation. These committees may include Foundation members and others. The purpose of advisory committees would be to help the Board in areas such as: membership and organizational development; affiliate relations; programming for community development, peace and social justice; financial planning; fundraising and development; technological and infrastructure development; new station planning.

ARTICLE SIX

OFFICERS OF THE FOUNDATION

SECTION 1 "DESIGNATION OF OFFICERS":

(A) The Officers of Pacifica Foundation shall be a Chairperson of the Board of Directors, five Vice-Chairs who shall be the Chairs of the five Local Station Boards, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as may be authorized from time to time by the Board of Directors. The Chairperson of the Board shall not concurrently hold

any other Foundation office. [CHAIR OF THE BOARD COULD BE ELECTED BY MEMBERS BIANNUALLY AT ANNUAL ELECTION.]

(B) A Recording Secretary or Chief Financial Officer, who are not Directors, may be employed by the Board in addition to the Foundation Secretary or Treasurer. Any such non-Director officers shall serve at the pleasure of the Board.

SECTION 2: "DUTIES OF OFFICERS":

The duties of Board officers shall be outlined in the Guidelines and Operating Procedures of the Board.

SECTION 3 "ELECTION, TERMS, AND REMOVAL OF OFFICERS":

(A) Election of Officers: The Officers of The Foundation, except the Vice Chairs (who shall be elected by their respective Local Station Boards, as provided elsewhere in these Bylaws), shall be elected bi-annually in even ODD-numbered years by the Board of Directors at the Annual Meeting in March. Only Directors who have been elected to the National Committee by their

respective Local Station Boards shall be eligible for election as the Chairperson of the Board, Secretary or Treasurer of the Foundation.

(B) Terms of Officers: Officers shall serve for a term of two years or until the election of their successors which ever 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: Any officer may be removed by the Board of Directors at any regular or special meeting by a majority TWO-THIRDS vote of all of the members of the Board of Directors, provided that the grounds for such removal are submitted with notice of said meeting, and provided further that said officer shall have a reasonable opportunity at said meeting to protest his or her removal.

ARTICLE SEVEN

OTHER CORPORATE OFFICERS

SECTION 1 "EXECUTIVE DIRECTOR":

(A) The Board shall employ a person designated as the Executive Director, whose duties shall be as outlined in the Guidelines and Operating Procedures of the Board. Generally, the Executive Director shall serve as the chief executive officer of The Foundation. The Executive Director shall be hired and fired by the National Committee. BOARD.

(B) Oversight and supervision of the Executive Director shall be the duty of the National Committee according to the structure provided in the Guidelines and Operating Procedures of the Board.

SECTION 2 "PACIFICA OMSBUDSPERSON":

(A) The Board shall employ a person designated as the Pacifica Omsbudsperson whose duties shall be as outlined in the Guidelines and Operating Procedures of the Board. Generally, the Pacifica Ombudsperson shall be the public's representative to the Foundation and empowered to respond to significant queries, comments and criticisms regarding the Foundation's policies or radio programming standards and practices.

(B) The Office of the Pacifica Ombudsperson shall be completely independent of the Foundation staff and management and shall report directly to the Board of Directors. The Ombudsperson shall prepare and present an annual report to the Board which shall also be made public.

ARTICLE NINE

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 2 "MEMBERSHIP NOT TRANSFERABLE":

Foundation Membership, or membership on the Board of Directors, or any position as 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 corporation, subject to the provisions of the California Corporations Code.

SECTION 5 "INDEMNIFICATION BY CORPORATION 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 this

corporation 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 this corporation to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Non-Profit Public Benefit Corporation Law.

ARTICLE ELEVEN

CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1 "MAINTENANCE OF CORPORATE RECORDS":

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

(A) Minutes 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) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(C) A record of its members indicating the ir names and addresses and the class of membership held by each member and the termination date of any membership;

(D) 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 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 corporation.

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:

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

(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 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":

(A) The board shall cause an annual report to BE POSTED ON THE PACIFICA FOUNDATION WEBSITE AND 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 corporation 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;

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

(B) 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 corporation that such statements were prepared without audit from the books and records of the corporation.

SECTION 7 "ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS":

(A) 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.

(B) 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).

(C) 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.

(D) 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.

ARTICLE TWELVE

MISCELLANEOUS

SECTION 1 "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 3 "PARLIAMENTARY LAW":

As to any matter not herein specified, WHEN NOT IN CONFLICT WITH THESE BYLAWS, Robert's Rules of Order, Revised, 75^th Anniversary Edition, (revised edition) shall apply. SHALL ESTABLISH THE RULE OF PROCEDURE AT ALL DIRECTORS MEETINGS, AND THE PROVISIONS OF THAT PUBLICATION ARE INCORPORATED BY REFERENCE HEREIN AS THE RULING LAW FOR THIS CORPORATION.

SECTION 4 "AUTHORITY TO SELL CORPORATE ASSETS":

PURSUANT TO THE VOTE OF A MAJORITY OF MEMBERS OF THE CORPORATION, THE BOARD OF DIRECTORS WILL HAVE THE POWERS AND AUTHORITY TO LEASE, SELL, ASSIGN, TRANSFER, CONVEY OR OTHERWISE DISPOSE OF THE ENTIRE PROPERTY OF THE CORPORATION, BUT THE CORPORATION MAY NOT BE DISSOLVED EXCEPT AS PROVIDED BY THESE BYLAWS.

SECTION 5 "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

AMENDMENT OF BY-LAWS

[This provision for only members to vote on bylaws is one of the most strongly favored sections, because KPFK bylaws subcommittee does not want any opportunity for the Board of Pacifica to ever again be able to change the bylaws without approval of the Members.]