SECTION 1 "NAME":
The name of this Corporation shall be PACIFICA FOUNDATION, and it shall be referred to in these By-Laws as "The Foundation".

SECTION 2 "PURPOSE"
"PURPOSE": The purpose of The Foundation is as stated in Article II of the Articles of Incorporation. (vote 9/2/ for)

SECTION 3 "COLLABORATION"
The activities of the Foundation are supported by [diverse] communities of listeners, volunteers, employees and contributors. Because the basis of the Foundation's governance is democratic, because the foundation [is endeavoring] endeavors to recruit a staff that is diverse at all levels consistent with national and local demographics and to maintain a working environment that is free of discrimination, 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 as well as in its relations with the diverse communities it serves. 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. Before implementation, whenever practical, these Operating Guidelines and Procedures should be reviewed by committees and Local Boards in all five-signal areas [NOTE: Revisit this section after decision on structure. Establish a process to create AND AMEND Operating Guidelines and Procedures]

[NOTE: CONSOLIDATION COMMITTEE
1. Instead of "Collaboration", use "Cooperative Relationships/Alliances" in later parts of bylaws] [Diallo will write text on collaborative relationships] [failed support of the KPFT Governance and ByLaws Committee by vote 4/5)

SECTION 4 (PROPOSED): Business and Economic Development
[Abati will provide draft language] [relates to reinstating the original Articles of Incorporation dated 1946]

SECTION 5 (PROPOSED): Fund Raising and Funds
[Greg Gieselman will provide draft language] [Proposed language was not brought forth to the committee for consideration. This issue may be partially addressed in Fertig’s model in Article regarding Committee of the Board.]

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. (Vote 10/2)

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.

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 but not to exceed ten (10) times the Federal minimum hourly wage, 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 or mailed at the same time as the ballots for the first election following adoption of these bylaws; (B "Staff Members" shall be any non- management permanent paid employee of a Pacifica radio station or any unpaid staff member or volunteer who: (1) has worked for any Pacifica radio station at least [9] 5 hours per week in the preceding [3] 6 months, 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 delivered by hand or mailed to persons eligible for staff membership upon completion of the required number of hours' work.; (C 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. (Approved by vote 8/0/1)

SECTION 2 "RIGHTS":
(A Election of Directors. (1)The Listener-Sponsor Members for each station area shall have the right to elect Directors who shall sit on the Local Station Board committee of the Board of Directors for their station area. (2) The Staff Members for each station area shall have the right to elect Directors to sit on the Local Station Board committee of the Board of Directors for their station area. [NOTE: State specific number of directors in Article 4, Section 4 or Section 3] (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) A petition signed by a number not less than 2.5% of voters in the last national elections shall initiate a national referendum to reject the acquisition or disposition of assets, including intellectual property rights, whose determined value is $500,000 or greater. (Approved by a vote of 12/2) (F) Serve on Committees: Listener-Sponsors and Staff Members for each station shall have the right to serve and vote on committees of the station. ( Approbed by vote of 12/0)

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. (5/7 vote to remove this section, section remains) (Section accepted 11/0)

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. (Approved by a vote of 10/0)

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. (Approved by vote 10/0)

[NOTE: Put somewhere in bylaws discussion of means to prevent voting by members in multiple signal areas (suggested by C. McWaters)]

SECTION 1 - FOUNDATION BOARD OF DIRECTORS - MEMBERSHIP ELIBILITY, NUMBER, POWERS AND DUTIES":

A: DEFINE:
Members of the Foundation Board of Directors shall be individuals who have been elected to the Board of Directors, as hereinafter provided, and are serving as such. (Approved 9/1)

B: ELIGIBILITY:
Eligibility: Any member of the Foundation is eligible to be a Director of the Foundation. (Approved by 10/0)

C: NUMBER:
The Board of Directors shall consist of the following, totaling twenty-two members:
   a. Fifteen (15) members elected by and from LABS, three (3) from each LAB;
  b. Six (6) members elected by staff: one (1) elected from each station, and one (1) elected from the combined staff of the Pacifica Archives and National Office;
  c. One (1) member elected by Pacifica AffiliateD RADIO STATIONS, in a manner which is not in conflict with the eligibility, election and diversity guidelines stated herein.

D: EX OFFICIO DIRECTORS:
Ex officio directors: Pacifica’s executive director, the director of the Pacifica foundation archives, the chairs of the local boards and the managers of the pacifica stations shall be ex officio non- voting members of the Pacifica board. Other ex officio non-voting members of the board of directors may be appointed by a 2/3rds vote of the directors.

E: POWER AND AUTHORITY:
Power and Authority: SUBJECT TO ANY LIMITATIONS IN THE ARTICLES OF INCORPORATION AND BYLAWS, The board is authorized to exercise any and all corporate powers of the Pacifica Foundation, particularly those regarding personnel management, allocation of resources, budgeting and financial management, contracting, management of Foundation assets, strategic planning and fundraising and development, programming, technical and technological development and compliance with federal and other broadcast rules and regulations.

F: DUTIES:
Duties: The ongoing duties of the Board involve: compliance with the purposes found in the Foundation's Articles of Incorporation; compliance with corporate responsibilities and state and federal law; ensuring that routine communication with listeners occurs at all levels of governance; supervision and operation of Foundation personnel authority for officers, agents and employees of the corporation; maintenance of a regular schedule of meetings and execution of Foundation business decisions as required by the exercise of Board powers and authority, as above.

JSECTION 2 - TERMS:
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. 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. (10)

SECTION 3 – NOMINATIONS: (not addressed separately from Section 4)

SECTION 4 - ELECTION OF DIRECTORS:
In order to be elected, a Director must be a member of, and be nominated and receive the vote of the qualified voting members of, their respective electing entity. Each electing entity, whether LAB, station staff, national staff or combined affiliates, may determine the methodology and electoral scheme for SAID designation of representative(s) to the national board, except as provided herein, and except that said duty to elect may not be delegated, and provided that the National Board may, as an amendment to these bylaws, modify any methodology and electoral scheme for said designation of representative(s) to the national board.

SECTION 5 - DIVERSITY GOALS:

To ensure diversity of the Board, the delegation from each station LAB shall include at least one woman and at least one racial/ethnic minority which may be one and the same person. (Approved by vote of 6/2/4)

There shall be established within each of the Pacifica signal areas a subcommittee of the National Board to monitor under representation of communities. These Committees of Inclusion shall consist of members drawn in part from the under represented communities the Committees of Inclusion are intended to serve. The Committees of Inclusion will (a) identify the communities in their signal area to be monitored, (b) identify criteria for determining what constitutes under- representation in both station programming and staffing, (including LAB and National Board members as well as unpaid staff, i.e. volunteers, committee members, programmers, etc.) and (3) make quarterly reports on the status of represented and under-represented groups to the PNB and the LAB.

LABs and Station managers will be expected to consider these identified under-represented communities in their future decisions about committee composition, staffing and programming. All station managers and LAB Chairs will report to the PNB. These Committees of Inclusion will report to the LAB at least quarterly on the status of represented and under-represented groups in their signal areas. The PNB shall query and monitor station managers and LAB Chairs on their plans for addressing any concerns expressed by the Committees of Inclusion of these under represented communities and what steps are being considered fairly to address committee concerns.

Where necessary and with due notice, the LAB and PNB will suggest and/or direct station managers to implement specific changes to reduce or eliminate this inequity of under represented communities.

(Objection failed 5/5/0) (Approved 7/4)

SECTION 6 – SEATING OF DIRECTORS
Newly elected directors shall be seated at the first regularly scheduled meeting of the foundation’s board of directors following their election.

SECTION 7 – REMOVAL OF DIRECTOR
By the Electing Body: Any Director may be removed by a two-thirds vote of that specific body (the particular LAB, Staffs, or Pacifica Affiliates) which elected him or her to the Board. Such a Director recall may only occur with the equivalent amount of notice said electing body requires for any regularly scheduled meeting of said body. The grounds for such removal must be submitted with the notice of said meeting and said Director shall have a reasonable opportunity at said meeting to object to and argue his or her recaLl.

BY LISTENER SPONSORS: IN THE CASE THAT THE LISTENER-SPONSOR MEMBERS RECALL ANY LAB MEMBER WHO IS ALSO SEATED ON THE BOARD OF DIRECTORS OF THE FOUNDATION, THIS SHALL HAVE THE EFFECT OF RECALLING THE DIRECTOR FROM THE NATIONAL BOARD OF DIRECTORS.

By the Board of Directors: Any Director may be removed by the Board of Directors at a properly called and notice regular or special meeting by a two-thirds 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 object to and argue his/her removal. [6]

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 ELECTING ENTITY 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 ELECTING ENTITY 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 APPROVED expenses incurred in the performance of their regular duties.

SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS: (not addressed)

The Houston ByLaws Subcommittee has agreed to skip the details of this Article and address it at a later time, if possible.

JSECTION 1 - TIME AND PLACE OF MEETINGS:

SECTION 2 - SPECIAL MEETINGS:

SECTION 3 - NOTICE:

SECTION 4 – QUORUM:

SECTION 5 – ATTENDANCE:

SECTION 6 – ACTION BY UNANIMOUS WRITTEN CONSENT:

SECTION 7 – PROXIES:

There is no Executive Committee unless these Bylaws are properly amended by the next PNB to create one.

There are three Standing General Committees: Finance; Personnel; Governance and Elections (including crafting of Operating Guidelines and Policies, and Standing Rules). Additional Standing Committees may be created by majority vote of the Board of Directors. Each Standing Committee shall, unless otherwise provided by the board, have at least: one Director from each signal area; one Director from Staff; One Director from Affiliates.

There are Seven Standing Area Committees: One Station Committee (SC) for each of the currently five (5) Station Signal Areas (with each committee including the four Directors from its respective signal area); One for Affiliate Relations (including the Director elected by Affiliates at least and one Director from each Signal Area) ; One for Archives and National Programming (including the Director elected by Archives and National Staff and at least one Director from each signal area.)

Standing and AdHoc Committees: The Board of Directors may from time to time establish, by resolution, committees of its members for such purposes as are authorized by law. Such resolutions shall identify any powers or duties to be delegated to said committees. The names of Directors who are chosen by acclamation or by majority vote to occupy such committees shall be immediately announced. The Chair may designate committee Chairs, however any Committee may by majority vote designate its own Chair. The Board Guidelines and Operating Procedures shall likewise be updated by the Board detailing such committees' duties, annual reports such committees shall make to the board and the role of the committee in fulfilling Board governance.

Other Committees: The Board may establish advisory committees as authorized by law 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; fund- raising and development; technological and infrastructure development; new station planning, etc.         (Approved by 9/0)