F: POWER AND AUTHORITY:
Power and Authority: 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: 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.

G: 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.

H: FIDUCIARY RESPONSIBILITY: NONE

I: CODE OF ETHICS: NONE

SECTION 2 - TERMS:
(SECTION 3 "LIMITATION OF TERMS"): After having served as a Director for two consecutive three year terms, such person shall not be eligible for further service as a Director until one year has elapsed after the termination of such second consecutive three year term.

LAB TERMS: ARTICLE 10, SECTION 4 "TERMS": Local Advisory Board members may serve a maximum of two consecutive three-year terms.

SECTION 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 - NOMINATION OF DIRECTORS:
(SECTION 2 "ELECTION OF DIRECTORS"): In order to be elected, a Director must be nominated and receive the vote of a majority of the station members which s/he represents, unless such Director is classified as an "at large" Director, in which event s/he must be elected be a 2/3 vote of the Board of Directors of the Foundation. Such voting is to be conducted by secret ballot, subject to approval of FCC council, or FCC. Having successfully conducted democratic elections in all signal areas, the Board shall promulgate nationwide rules and regulations to assure uniform, fair and effective election processes for all stations and signal areas. Officers of the Foundation - say a Chief Financial Officer - as opposed to an Officer of the Board.

SECTION 4 - ELECTION OF DIRECTORS:
(SECTION 2 "ELECTION OF DIRECTORS"): In order to be elected, a Director must be nominated and receive the vote of a majority of the station members which s/he represents, unless such Director is classified as an "at large" Director, in which event s/he must be elected be a 2/3 vote of the Board of Directors of the Foundation. Such voting is to be conducted by secret ballot, subject to approval of FCC council, or FCC. Having successfully conducted democratic elections in all signal areas, the Board shall promulgate nationwide rules and regulations to assure uniform, fair and effective election processes for all stations and signal areas. Officers of the Foundation - say a Chief Financial Officer - as opposed to an Officer of the Board.

LAB: ARTICLE 10 SECTION FIVE SECTION 5 "ELECTIONS": Local Advisory Board Foundation member representatives shall be nominated and elected using the same procedures followed for nomination and election of the signal area's representatives on The Foundation Board of Directors. Local Advisory Board and Foundation Board of Directors elections may be conducted simultaneously, so long as nominees for the Board and Local Advisory Board are clearly differentiated.

FERTIG
ELECTION OF DIRECTORS:
IN 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. [4]

ROBINSON
SECTION 5 - DIVERSITY GOALS: None

SPOONER
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 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 in the aggregate and not just incrementally, and if they have not been met, then s/he shall look to see if there are candidates who are minorities and/or women who received at least half the number of votes of the lowest vote- getter who would 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 4 seats to be filled and the top 4 vote-getters are 3 non-minority men and one minority woman, the non-minority man with the least votes who would have been elected will be replaced with the next highest vote-getter who is either a minority or a woman provided s/he has obtained at least half of the votes of that non-minority man being replaced. . The elections coordinator will then examine the results again to see if the diversity goals for both minorities and women has been met in the aggregate, 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.

WEISGAL
SECTION 5 - DIVERSITY GOALS:
(Comes from ARTICLE 4) Election of Listener-Sponsor Directors": A. The Election Committee shall conduct the election. This committee shall have eight or more Members. It shall be open to any Member of the Local Station in which this election is taking place. The Election Committee shall recommend to the Local and National Board policies and procedures for the
conducting of elections. The Election Committee shall be comprised of four subcommittees.
Candidate Applications: Members of this subcommittee shall recruit and accept
applications of all candidates for seats on the Local Board, prepare ballots and bring the names of the candidates to the attention of the entire committee. At least 33% of the candidates running should be women; the same goal applies to people of color.

2. If, in the opinion of the outgoing Pacifica Board, a good faith effort is not demonstrated regarding this effort at diversity, they may assign staff or a Pacifica Board member to this outreach effort

3. If, after the election is completed, there is evidence that the effort was hollow, the newly seated Pacifica Board may vacate (immediately) one Local Board's voting seats on the National Board and order a new election for said Local Board and its National Board members. This process shall be monitored by a committee selected by the National Board.
a. If more that one Local Board's election effort at diversity is considered hollow, subsequent new elections nay be mandated
b. No more than one Local Board can be suspended at a time
c. The most egregious, by a vote of the National Board, will be sanctioned

FERTIG
DIVERSITY GOALS: NONE
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)

DIALLO
DIVERSITY GOALS:

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: None

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 DIRECTORS:
FROM ARTICLE 4, SECTION 4 "REMOVAL OF A DIRECTOR": Any Director may be removed by the Board of Directors at a 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 protest his/her removal. Still considering efficacy of providing for removals without cause.

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: NONE

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: NONE

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.

ROBINSON
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS

SPOONER
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. (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 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.

WEISGAL
SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
(ARTICLE 4, SECTION 1C.) Conflicts of interest: Directors must abstain on any matter that might appear to be a conflict of interest. Violation of this clause is grounds for impeachment

FERTIG
RESTRICTION REGARDING INTERESTED DIRECTORS - NONE

SPOONER
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.

ELIGIBILITY:
Any Member of the Pacifica Foundation 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.

NUMBER:
The Pacifica Foundation shall have ninety (90) Directors.

EX OFFICIO 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.

POWER AND AUTHORITY:
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.

DUTIES:
F. Duties: The ongoing duties of the Board are to: 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 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. (8) ensure that the staff of the Foundation, including its managerial staff, at the national and local levels is diverse consistent with national and regional demographics respectively and that an atmosphere is maintained at all levels that is free of discrimination.

FIDUCIARY RESPONSIBILITY: NONE

CODE OF ETHICS: NONE

SECTION 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.

SECTION 3 - NOMINATION OF DIRECTORS:
Nominations for the office of Director shall open on September 1st of each year and close on November 1st. Nomination papers shall be delivered to an independent elections coordinator, who shall not hold any elective Foundation office and who shall not be an employee of the Foundation 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 Listener-Sponsor Member or a Staff Member, and a statement up to 500 words in length by the candidate which shall be mailed to the voting members. 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, or shall declines to state. 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. Any eligible Staff Member may be nominated for the office of Director by the signatures of two (2) Staff 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, subject to the diversity criteria specified below. The Proportional Representation "Single Transferrable Voting Method" is authorized and [may] shall be utilized, if approved by majority vote of the Local Station Board. 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 of each radio station area by mail ballot, and the top two (2) vote-getters shall be elected each year, 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]. 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.; 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. For the first implementation of these bylaws, nominations shall open immediately upon ratification of the bylaws and shall be open for 45 days thereafter. For the first implementation of these bylaws, the top twelve vote-getters shall be elected, subject to the diversity criteria. For the first implementation of these bylaws, the top six vote-getters shall be elected, 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 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 in the aggregate and not just incrementally, and if they have not been met, then s/he shall look to see if there are candidates who are minorities and/or women who received at least half the number of votes of the lowest vote- getter who would 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 4 seats to be filled and the top 4 vote-getters are 3 non-minority men and one minority woman, the non-minority man with the least votes who would have been elected will be replaced with the next highest vote-getter who is either a minority or a woman provided s/he has obtained at least half of the votes of that non-minority man being replaced. . The elections coordinator will then examine the results again to see if the diversity goals for both minorities and women has been met in the aggregate, 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 OF DIRECTORS:
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. Upon the petition of fifty (50) of the Members of the Radio Station area that elected a Director, the Director may be removed by 2/3 ?a majority vote of the Members voting in a recall election subject to the 10% quorum requirement.. 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. Any Director may be removed automatically for unexcused 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
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 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.

WIESGAL
DEFINE:
Board of Directors Membership Eligibility, Process of Election, Numbers, Powers and Duties":
A. Defined: The Directors of Pacifica (National Board) shall be Members of Pacifica,
subscribing to the Mission

ELIGIBILITY:
Any Member of Pacifica is eligible to be elected a Director except no person employed by Pacifica, receiving remuneration beyond actual costs, shall be allowed to serve. Also, individuals serving on the board of any other radio network shall be ineligible for service
in this capacity.

NUMBER:
Pacifica shall have 15 Directors; 3 per signal area. The first from each signal area shall be elected by virtue of receiving the greatest number of votes in the Listener-Sponsor election for the Local Board. The second shall be the President of each Local Board. The Local Board shall elect the third. Should the person receiving the greatest number of votes in the Listener-Sponsor election choose not to serve in this capacity, the next highest vote recipient in said election accepting this assignment would take office. Once in office they would be entitled to the full rights and may not be replaced by a person who previously declined the
position.

EX OFFICIO DIRECTORS:
Ex Officio Directors: The immediate Past President, Pacifica's Executive Director, the Director of the Pacifica Foundation Archives and the Managers of the Pacifica Stations shall be ex officio non-voting members of the Pacifica Board. Other ex officio non-voting officers (not exceeding 5) may be appointed by a 2/3 vote of the Directors.

POWER AND AUTHORITY:
Power and Authority: Subject to the provision 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 Pacifica Board.

DUTIES:
The ongoing duties of the Pacifica Board are to 1. Establish Pacifica Board committees comprised of Pacifica Board members to expedite work and to bring forth prepared proposals for consideration. 2. Enact policies of Pacifica based on recommendations by a Committees of Local Boards and then
b. By the Local Boards. Note: recommendations must come from at least one Local Board. All
approved recommendations must be communicated by Local Board Recording Secretaries to the Pacifica Board via the Executive Director within two weeks of approval and then shared with all other Local Boards Establish, by a 2/3 vote of the Pacifica Board, temporary policies in extraordinary situations. Said policies shall not remain in effect longer than six
months without proper/normal ratification. font face "" size
Assure compliance with the purposes of Pacifica. "" size Ensure
regular communication with Members of Pacifica. "" size Oversee
the duties of the Executive Director including announcing the availability of the position, interviewing, selecting, supervising, evaluating and if necessary removing the Executive Director.
" Schedule and hold regular public meetings. "" Register their addresses, telephone numbers, email addresses and web sites with the Secretary of Pacifica. "" Attend Board of Directors' meetings based on notification by voice, mail, email, or fax. "" Ensure the execution of Pacifica business decisions as required by the exercise of Pacifica Board powers and authority, as above. "" font>Exercise any and all corporate powers of the Pacifica Foundation with regard to the Pacifica Archives, National Programming, the Pacifica Affiliate system, and other national initiatives of the Pacifica 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.

FIDUCIARY RESPONSIBILITY:
Section 4 "Fiduciary responsibilities": The Pacifica Board, in an oversight capacity, is responsible for the financial well being of Pacifica and holds management accountable to the communities it
serves.

CODE OF ETHICS:
CONFLICTS OF INTEREST: Directors must abstain on any matter that
might appear to be a conflict of interest. Violation of this clause is grounds for impeachment.

SECTION 2 - TERMS:
"Terms": The term of a
Director shall be two years. A Director may be elected to two consecutive two-year terms. One-half 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 elected two-year term.

SECTION 3 - NOMINATION OF DIRECTORS:
A. Nomination for the office of Local Board member and Director of the National Board shall
open and close one month apart.
B. Nomination papers shall be delivered to a member of the Elections Committee of a
Local Board. 1. Candidates shall indicate their name, gender, and ethnicity, and provide a statement addressing their candidacy of up to 500 words. " information shall be provided in printed and/or electronic form to all eligible voters. Said Elections Committee member must be certified by the Local Board and is responsible for providing the candidate or their designate with a written receipt of nominations papers. One meeting of the Elections Committee shall be held within the Local Board meeting at a time that signifies the deadline for submitting applications. The sole purpose for this meeting, lasting no more than 10 minutes, is to announce and close nominations. Write-in votes for candidates failing to meet said deadline but
fulfilling all other requirements is permissible. Arial, Helvetica" Any candidate running for a seat on the Local Board as a Listener-Sponsor must have the signatures of 20 Members in good standing to be nominated. " In order to procure said signatures candidates may " Purchase (at cost) a roster or partial roster of Listener-Sponsor Members. Any use of said roster for purposes other than securing signatures for a place on the ballot are grounds for disqualification by the Election Committee as
well as criminal charges. " Attend a meeting of Members where candidates will be able to announce their intention to run and to obtain signatures. Said meeting will take place 30-45 days prior to 3A above and be coordinated by the Election Committee. Arial, Helvetica" Any eligible Staff Member may be nominated for the office of Director by the
signatures of two Staff Members (not including themselves) in good standing.

SECTION 4 - ELECTION OF DIRECTORS:
The Election Committee shall conduct the election. This committee shall have eight or more Members. It shall be open to any Member of the Local Station in which this election is taking place. The Election Committee shall recommend to the Local and National Board policies and procedures for the conducting of elections. The Election Committee shall be comprised of four subcommittees Candidate Applications: Members of this subcommittee shall recruit and accept applications of all candidates for seats on the Local Board, prepare ballots and bring the names of the candidates to the attention of the entire committee. At least 33% of the candidates running should be women; the same goal applies to people of color. 2. If, in the opinion of the outgoing Pacifica Board, a good faith effort is not demonstrated regarding this effort at diversity, they may assign staff or a Pacifica Board member to this outreach effort. " If, after the election is completed, there is evidence that the effort was hollow, the newly seated Pacifica Board may vacate (immediately) one Local Board's voting seats on the National Board and order a new election for said Local Board and its National Board members. This process shall be monitored by a committee selected by the National Board " If more that one Local Board's election effort at diversity is considered hollow, subsequent new elections nay be mandated. " No more than one Local Board can be suspended at a time " The most egregious, by a vote of the National Board, will be sanctioned first. " Campaigning: This subcommittee shall be charged with the responsibility of making sure that each candidate has a fair chance to be seen, read and heard by voters. Each local Pacifica station shall provide airtime for the candidate's views. This time must be equal for all candidates and shall be not less than 5 minutes per candidate and aired at least during weekday morning and afternoon drive time. A voters guide shall be published and distributed by mail by this committee to all potential voters. The Pacifica Board shall allocate funds for this purpose. " Voting: This subcommittee shall oversee the voting and make sure that only qualified voters participate, monitor the polls in whatever form has been authorized: mail-in ballots, email, in person, etc. a. An instant run-off system shall be used. Example: If there are 25 seats to be filled: Voters shall rank their choices; the first choice getting 25 votes, the second choice 24 votes, the third 23, etc. The person with the highest votes wins. Voters may choose to vote for up to and including the number of seats being filled. " Counting: This subcommittee shall conduct the counting of the ballots and announce the results of the election no later than December 15. Uninterested parties who are Members may be recruited to assist in the process of counting the ballots. A ballot with more votes than seats to be filled may be ruled invalid by a majority vote of this subcommittee. " Any candidate may witness the counting. " Any candidate has the right to send a designate to witness this process " Any disruption in the counting is grounds for removal from this process by a 2/3 vote of the persons participating in the counting. " One or more CPAs may be hired to oversee this process. " Any member of the Election Committee may belong to subcommittee #1. Members of subcommittees 2, 3 and 4 may only serve on one of these subcommittees.

No candidate or member of their immediate family may serve on any of these
committees." Actions potentially contrary to a fair election shall be brought before the Local
Board. Any person on that Board running for election, or actively campaigning for a candidate, must recuse themselves from voting on such action. The Local Board must certify all elections as final by December 22. " Any final appeals must be brought before the National Board (in a special conference call meeting) by December 29 when all elections must be final Arial, Helvetica" Section 4B: "Election of Staff Member Directors Non-paid members of the staff will comprise seats on the Local Board. With or without the assistance of the Election Committee, Staff Members will font " Conduct elections following guidelines 4A, 1-8." Only non-paid Staff Members who are subscribers to the Pacifica Mission may vote in this election

SECTION 5 - DIVERSITY GOALS:
(Comes from ARTICLE 4) Election of Listener-Sponsor Directors": A. The Election Committee shall conduct the election. This committee shall have eight or more Members. It shall be open to any Member of the Local Station in which this election is taking place. The Election Committee shall recommend to the Local and National Board policies and procedures for the
conducting of elections. The Election Committee shall be comprised of four subcommittees.
Candidate Applications: Members of this subcommittee shall recruit and accept
applications of all candidates for seats on the Local Board, prepare ballots and bring the names of the candidates to the attention of the entire committee. At least 33% of the candidates running should be women; the same goal applies to people of color.

2. If, in the opinion of the outgoing Pacifica Board, a good faith effort is not demonstrated regarding this effort at diversity, they may assign staff or a Pacifica Board member to this outreach effort

3. If, after the election is completed, there is evidence that the effort was hollow, the newly seated Pacifica Board may vacate (immediately) one Local Board's voting seats on the National Board and order a new election for said Local Board and its National Board members. This process shall be monitored by a committee selected by the National Board.
a. If more that one Local Board's election effort at diversity is considered hollow, subsequent new elections nay be mandated
b. No more than one Local Board can be suspended at a time
c. The most egregious, by a vote of the National Board, will be sanctioned

SECTION 6 - SEATING OF DIRECTORS:
(Section 5):"Seating of Directors": Directors shall be seated at the first meeting of Local Boards to be held in January of each year.

SECTION 7 - REMOVAL OF DIRECTORS:
(Section 6J "Removal of a Director":
A. The Pacifica Board at a regular or special meeting may remove any Director by a 2/3
vote of a quorum of the Board. A majority of either the Pacifica Board or 3 Local Boards may mandate such a special meeting.

2. Such a meeting must take place within 14 days of the mandate. This meeting may
take place electronically so long as all rules governing electronic meetings are followed
B. Any Listener-Sponsor or Staff Member must submit grounds for such removal in
writing along with the signatures of at least 50 Members.

C. A Director, facing removal proceedings, shall have up to 30 minutes at the special
meeting to protest said action. Additional time may be approved by a vote of the Pacifica Board in attendance.

D. Directors are accountable to all Pacifica Members. Accordingly, any Member may initiate
removal proceedings.

E. Directors absent for three consecutive meetings shall be placed automatically before the
Directors for removal. A majority vote, under these circumstances, is sufficient for removal.
F. If a Director is removed, the Local Board may fill the vacancy with any eligible Member by
majority vote.

SECTION 8 - VACANCY:
(ARTICLE 4, SECTION 6F.) If a Director is removed, the Local Board may fill the vacancy with any eligible Member by majority vote.

SECTION 9 - COMPENSATION:
(Section 7 "Compensation"J Directors shall serve without compensation except that they shall be allowed advancement or reimbursement of expenses incurred in the performance of their
duties.
B. This amount shall be established by the Directors bi-annually based on input from
1. Local Finance Committees and
2. Local Boards
C. Special funds to individual board members may be allocated following approval by 1 and 2 (above) and approval by the Directors.

SECTION 10 - RESTRICTION REGARDING INTERESTED DIRECTORS
(ARTICLE 4, SECTION 1C.) Conflicts of interest: Directors must abstain on any matter that might appear to be a conflict of interest. Violation of this clause is grounds for impeachment

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

SECTION ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1

ROBINSON
SECTION 1 - TIME AND PLACE OF MEETINGS
Meetings of the Board of Directors shall take place three (3) or more times per year, at such times, dates and places as designated by a majority vote of the Board of Directors at the previous meeting. The meeting nearest to September shall be referred to as the annual meeting.

LAB: ARTICLE 10, SECTION 6: SECTION 6 "MEETINGS": Frequency: Each Local Advisory Board shall meet as often as required to accomplish its assigned functions, and no less than quarterly. Time and place The time and place of each meeting shall be designated by a majority vote of the Local Advisory Board members. Meetings shall be held in facilities large enough to accommodate both the Local Advisory Board and interested public, preferably in the station. Quorum: A quorum at any Local Advisory Board meeting shall consist of one third of the members. Members may be physically present in the meeting room or may participate by electronic means such as teleconference. Public participation: Local Advisory Board meetings, excluding meetings dedicated exclusively to discussion of local radio station personnel matters, shall be open to the public and shall include a public comment period of no less than one half hour. Public notice:</U> The public shall be notified of each Local Advisory Board meeting that is open to the public. Four on-air announcements, made during prime time on the radio station on four different days prior to the meeting, are considered to be adequate notice.

SPOONER
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 September of each year. All meetings shall 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.

WEISGAL
SECTION 1 "TIME AND PLACE"
Meetings shall take place quarterly on a Friday, Saturday and Sunday in January, April, July and October at such time and place(s) as designated by a majority vote of the Pacifica Board at the previous meeting. Times New Roman, Times" Unless extraordinary circumstances present themselves and by a 2/3 vote of the Board the decision is made to alter the following, Pacifica Board meetings shall rotate as follows: Washington, New York, Los Angeles, Berkeley, and Houston. Should other stations join Pacifica, they will host meetings in the order in which they join, one year after joining. Times New Roman, Times" All meetings shall take place at a location not further than 10 miles from the offices of the hosting radio station. Times New Roman, Times" All regular meetings shall be conducted in person and all reasonable efforts should be made to make them open to the public. Live or delayed broadcasting is encouraged.

ROBINSON
SECTION 2 "SPECIAL MEETINGS":
Special meetings of the Board of Directors may be called by the Chair or by a majority vote of the Executive Committee or by a majority vote of the full Board.

SPOONER
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.

WEISGAL
SECTION 2 "Special Meetings":
A. Special Meetings of the Pacifica Board may be called by the Board Chair or by any three members of the Pacifica Board. Special Meetings must be carried live or rebroadcast via the Pacifica Network, or streamed on the Internet. Tapes or CDs of these meetings must be made available to any Local Board member requesting it.

ROBINSON
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 delivered to each member of the Board of Directors at least seven days before any such meeting.

SPOONER
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 at least ten (10) or maybe (30) days before any such meeting. Special meetings shall require only 10 day advance notice. All such meetings shall be announced in advance on the air

WEISGAL
SECTION 3 "NOTICE"
Written notice of all meetings for the Pacifica Board shall be mailed or sent to each
member by the U.S. Postal Service and email or fax at least one week before said meeting.
Absence at a Special Meeting for cause (written and received 48 hours prior to said meeting) shall not be considered as one of three consecutive meetings affecting membership status

ROBINSON
SECTION - 4 QUORUM
(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 at least ten (10) days before any such meeting.

SECTION 4 "QUORUM": A quorum at any meeting of the Board of Directors shall consist of one-third (1/3) of the duly elected Directors.

SPOONER
SECTION - 4 QUORUM
(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 at least ten (10) days before any such meeting.

SECTION 4 "QUORUM": A quorum at any meeting of the Board of Directors shall consist of one-third (1/3) of the duly elected Directors.

WEISGAL
SECTION - 4 QUORUM
A quorum at any meeting of the Pacifica Board or Local Board shall be 50% plus one of the
elected officers. In lieu of a quorum, the Chair may, with at least 25% of the officers in attendance, take and give reports so long as a written or taped record is available.
No other business other than establishing the date of the next meeting may be conducted

(Reassess under Article 5, Section 4) ROBINSON
SECTION 3 (FROM ARTICLE 5: SECTION 4 "QUORUM"):
A quorum at any meeting of the Board of Directors shall consist of one-half-plus-one of the duly elected Directors. Directors may be physically present at the meeting, or may participate by telephone or similar electronic means
WIESGAL

(Reassess under Article 5, Section 4) SECTION 3 (From ARTICLE 5: Section 4: "Quorum)
A quorum at any meeting of the Pacifica Board or Local Board shall be 50% plus one of the elected officers. In lieu of a quorum, the Chair may, with at least 25% of the officers in attendance, take and give reports so long as a written or taped record is available. No other business other than establishing the date of the next meeting
may be conducted

ROBINSON
SECTION - 5 ATTENDANCE
Any Director who shall have been absent for three consecutive meetings of the Board of Directors shall be automatically dropped from the Board unless such absences are excused by a majority vote of the Board of Directors.

SPOONER
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.

WEISGAL
SECTION - 5 ATTENDANCE
(ARTICLE 4, SECTION 6E) Directors absent for three consecutive meetings shall be placed automatically before the Directors for removal. A majority vote, under these circumstances, is
sufficient for removal.

ROBINSON
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.

SPOONER
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.

{CAROL RECOMMENDS THIS SECTION BE REMOVED}

WEISGAL
SECTION - 6 ACTION BY UNANIMOUS WRITTEN CONSENT
Any action required or permitted to be taken by the Pacifica Board may be taken without a meeting if all members of the Board consent in writing. Such written consent shall have the same force and effect as a unanimous vote of such Directors.

ROBINSON
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.

SPOONER
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.

WEISGAL
SECTION - 7 PROXIES
Under no circumstances are proxies allowed.

SECTION - OPEN MEETINGS

SECTION - MEETINGS BY TELECOMMUNICATIONS

ROBINSON - NONE

SPOONER
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 September of each year. All meetings shall 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.

WEISGAL - NONE

ARTICLE SIX A
COMMITTEES OF THE BOARD

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)

ROBINSON
SECTION - 1 LOCAL STATION BOARDS
There shall be one Local Advisory Board in each Foundation radio station signal area.

A. NONE

B. DUTIES
(SECTION 3 "LAB FUNCTIONS") LABs shall develop written operating Guidelines and Procedures, similar to those of the Board, in conformity with the Foundation Bylaws Needs Assessments Each Local Advisory Board shall conduct local community needs assessments, relative to station program goals, station services and significant policy decisions. Relationship to Station Management Each Local Advisory Board shall advise, assess and evaluate the local radio station and its General Manager on the fulfillment of the Foundation mission, particularly as it relates to the findings of its community needs assessments. General Manager Selection</U>: If the local radio station General Manager position is vacant, the Local Advisory Board shall participate in the interview process, and provide a list of qualified candidates for the position to the Foundation Executive Director.

C. EACH LOCAL STATION BOARD - NONE

SPOONER
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 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: ensure compliance with the purposes of the Foundation as set forth in the Articles of Incorporation; ensure compliance with corporate responsibilities and state and federal law; ensure regular communication with the Members and the diverse communities the stations serve; appoint, supervise and remove, employ and discharge, the station General Manager, and to approve the hiring of all other station management personnel generally [supervise] set policy regarding the operations and management of the radio station 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 ensure the execution of Foundation business decisions concerning that radio station, as required by the exercise of Board powers and authority, as above.
(9) ensure that the staff of the stations, including their managerial staff is diverse consistent with local demographics respectively and that an atmosphere is maintained within the stations and vis-à-vis the diverse communities they serve that is free of discrimination.
(10) ensure that local programming is instituted that addresses the [grievances] concerns, needs and interests of the diverse communities the stations serve, especially those of marginalized and voiceless communities.

C. EACH LOCAL STATION BOARD
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.

WEISGAL - NONE

A.
Article Six Committees of the Board Section 1: "Local Boards":
Each Local Board shall elect an Executive Committee. This committee shall be made up of
the Chair, Vice Chair, Recording Secretary, Corresponding Secretary and Treasurer. The Station Manager shall be an ex officio (non-voting) member of this committee.

B. DUTIES
(Article Six Committees of the Board Section 1) "Local Boards":
Each Local Board shall elect an Executive Committee. This committee shall be made up of
the Chair, Vice Chair, Recording Secretary, Corresponding Secretary and Treasurer. The Station Manager shall be an ex officio (non-voting) member of this committee.

C. EACH LOCAL STATION BOARD - NONE

SUGGESTED SECTION - STANDING COMMITTEES
SUGGESTED SECTION - ADHOC COMMITTEES

ROBINSON
SECTION - 2 NATIONAL COMMITTEE
Standing and Ad-Hoc Committees Board of Directors may from time to time establish, by resolution, committees of its members for such purposes as are authorized by the corporate law of the State of California. Such resolutions shall include the names of Directors who have been chosen by acclamation or by majority vote to chair such committees, any powers or duties delegated to such committees, as well the membership of such committees. 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 to assist it in developing strategic initiatives designed to bolster 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 positively impact the Foundation in areas such as: membership and organizational development; affiliate relations; programming for community development, peace and social justice; fundraising and development; technological and infrastructure development; new station planning. The WPFW Bylaws Revision Subcommittee determined not to provide for a Board Executive Committee

SPOONER
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 [three] Local Station Board members from each Local Station Board who shall be elected [majority] STV by majority vote by their respective Local Station Boards. Such members shall continue to serve simultaneously on 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 and announced on the airwaves at least 10 days prior to the meeting where such action may be taken. Each Local Station Board shall simultaneously elect a replacement on the National Committee for the Director so removed. 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.

POWER AND AUTHORITY: The National Committee is authorized to exercise any and all corporate powers of the Pacifica Foundation, 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:
(1)ensure compliance with the purposes of the Foundation as set forth in the Articles of Incorporation;
(1)ensure compliance with corporate responsibilities and state and federal law;
(1)ensure regular communication with the Members
(1)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;
(1)generally supervise the management and operations of Foundation personnel to assure that their duties are performed properly;
(1)meet at least quarterly 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 National Committee; and
(1)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.

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 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.

WEISGAL
SECTION - 2 NATIONAL COMMITTEE - NONE

ARTICLE SIX B
OFFICERS OF THE FOUNDATION

ROBINSON
SECTION 1 DESIGNATION OF OFFICERS: The officers of Pacifica Foundation shall be a Chair of the Board of Directors, a Vice-Chair, a Secretary, a Treasurer, and such Vice-Chairs, Assistant Secretaries and Assistant Treasurers as may be authorized from time to time by the Board of Directors.
SECTION 2 ELECTION AND REMOVAL OF OFFICERS: Election of Officers: The officers of The Foundation shall be elected bi- annually in even numbered years by the Board of Directors, and shall serve for a term of two years, or until the election of their successors. Removal of Officers: Any officers may be removed by the Board of Directors at any regular or special meeting by a majority 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/her re

SPOONER

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.
  (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 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.
  (B) Removal of Officers: Any officer may be removed by the Board of Directors at any regular or special meeting by a majority 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.

WEISGAL
Officers of the Pacifica Board
Section 1 Designation of Officers
The officers of Pacifica shall be a Chairperson of the Pacifica Board, the Vice Chair, a Recording Secretary, Corresponding Secretary, Treasurer and the Immediate Past President who shall serve in an ex officio non-voting capacity.
Section 2 Members of the Pacifica Board
A. The members shall be the chairs of the five Local Boards and two additional members. See F3a (above).
Section 3 Election, Terms and Removal of Officers
A. The officers of Pacifica shall be elected bi-annually by the Pacifica Board by the process described in Roberts Rules as filling blanks
B. Officers shall serve for a term of two years or until the election of their successors, which ever is later, unless they resign, are removed or are otherwise disqualified.
C. Removal of Officers: Any officer may be removed by the Pacifica Board at any regular or special meeting by a majority vote of all of the members of the Pacifica Board, provided that the grounds for such removal are submitted with notice of said meeting, and provided further that said officer shall have at least 30 minutes at said meeting to present a defense.
D. Extraordinary Circumstances: Should the grounds for removal be of such an egregious nature that one Local Board recommends, by a 2/3 vote, total and permanent removal of an individual from the affairs of Pacifica this can be done by the following means:
1. A public hearing at one Local Station where the accused is given at least 30 minutes to present their defense.
2. Expulsion by a 2/3 vote of the Pacifica Board.
3. Ratification by a 2/3 vote of at least 3 of the 5 Local Boards.

ARTICLE SEVEN
EXECUTIVE DIRECTOR

ROBINSON

SECTION 1 "DEFINITION": The Board shall employ a person designated as the Executive Director, who duties shall be as outlined in the Guidelines and Operating Procedures of the Board. Generally, the Executive Director shall serve as the chief executive of The Foundation. SECTION 2 "OVERSIGHT AND SUPERVISION OF THE EXECUTIVE DIRECTOR": Oversight and supervision of the Executive Director shall be according to the structure provided in the Guidelines and Operating Procedures of the Board.

SPOONER
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.
  (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.

WEISGAL

Section 1 Executive Director
A. The Board shall employ a person designated as the Executive Director, whose duties shall be outlined in the Guidelines and Operating Procedures of the Board. Generally, the Executive Director shall serve as the chief executive officer of Pacifica. The Executive Director shall be hired and fired by the Pacifica Board.

ARTICLE EIGHT
COMMITTEES OF THE BOARD

ROBINSON
Standing and Ad-Hoc Committees Board of Directors may from time to time establish, by resolution, committees of its members for such purposes as are authorized by the corporate law of the State of California. Such resolutions shall include the names of Directors who have been chosen by acclamation or by majority vote to chair such committees, any powers or duties delegated to such committees, as well the membership of such committees. 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 to assist it in developing strategic initiatives designed to bolster 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 positively impact the Foundation in areas such as: membership and organizational development; affiliate relations; programming for community development, peace and social justice; fundraising and development; technological and infrastructure development; new station planning.
4The WPFW Bylaws Revision Subcommittee determined not to provide for a Board Executive Committee.

SPOONER - NONE

WEISGAL - NONE

ARTICLE NINE
GENERAL PROVISIONS

ROBINSON

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

SECTION 2 "MEMBERSHIP NOT TRANSFERABLE": Membership on the Board of Directors, or any position as 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 EXECUTIVE COMMITTEE, 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 as provided in these Bylaws, upon the termination of 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.

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.

SPOONER

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.

WEISGAL
General Provisions
Section 1 Resignation
A. Any Director or Officer may resign their position or office by written resignation with the Pacifica Board Recording Secretary. Said Secretary may tender their resignation with the chair.
Section 2 Membership Not Transferable
A. Membership in any capacity within Pacifica is not transferable.
Section 3 Effect of Termination of Membership on the Pacifica Board or Position as Pacifica Officer
C. Membership on the Pacifica Board, or the holding of any office in Pacifica, shall cease upon the death of the member, upon their withdrawal or removal as provided in these Bylaws, upon the termination of their Pacifica membership or office-holding position and, thereafter, neither the heirs nor personal representative of the deceased members, withdrawing or terminated member, or office-holders, shall have any claim whatsoever arising out of said membership or the holding of said membership or the holding of any office in Pacifica. No member of the Pacifica Board, or officer of Pacifica, 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 them or advanced to Pacifica as a contribution to Pacifica or any station owned and operated by Pacifica.

Section 4: See Spooner (Article 10 Section 4)

Section 5: See Spooner (Article 10 Section 5)
CONSOLIDATION COMMITTEE [moved here from Article 1]
(Section 6 "Fiduciary responsibilities":)
The Pacifica Board, in an oversight capacity, is responsible for the financial well being of Pacifica and holds management accountable to the communities it serves.
[Greg Gieselman will provide alternative draft language]

ARTICLE TEN
LOCAL ADVISORY BOARDS

ROBINSON

SECTION 1 "LOCAL STATION ADVISORY BOARDS": There shall be one Local Advisory Board in each Foundation radio station signal area.

SECTION 2 "COMPOSITION": Each Local Advisory Board shall be comprised of not more than 35 persons nominated from and elected by Foundation members distributed among the radio station signal areas, including persons nominated from the radio station volunteer programmers; and persons nominated from the radio station paid programmers and staff.

SECTION 3 "LAB FUNCTIONS": LABs shall develop written operating Guidelines and Procedures, similar to those of the Board, in conformity with the Foundation Bylaws
Needs Assessments: Each Local Advisory Board shall conduct local community needs assessments, relative to station program goals, station services and significant policy decisions..
Relationship to Station Management: Each Local Advisory Board shall advise, assess and evaluate the local radio station and its General Manager on the fulfillment of the Foundation mission, particularly as it relates to the findings of its community needs assessments.
General Manager Selection: If the local radio station General Manager position is vacant, the Local Advisory Board shall participate in the interview process, and provide a list of qualified candidates for the position to the Foundation Executive Director.

SECTION 4 "TERMS": Local Advisory Board members may serve a maximum of two consecutive three-year terms.

SECTION 5 "ELECTIONS": Local Advisory Board Foundation member representatives shall be nominated and elected using the same procedures followed for nomination and election of the signal area's representatives on The Foundation Board of Directors. Local Advisory Board and Foundation Board of Directors elections may be conducted simultaneously, so long as nominees for the Board and Local Advisory Board are clearly differentiated.

SECTION 6 "MEETINGS":
Frequency: Each Local Advisory Board shall meet as often as required to accomplish its assigned functions, and no less than quarterly.
Time and place: The time and place of each meeting shall be designated by a majority vote of the Local Advisory Board members. Meetings shall be held in facilities large enough to accommodate both the Local Advisory Board and interested public, preferably in the station.
Quorum: A quorum at any Local Advisory Board meeting shall consist of one third of the members. Members may be physically present in the meeting room or may participate by electronic means such as teleconference. Public participation: Local Advisory Board meetings, excluding meetings dedicated exclusively to discussion of local radio station personnel matters, shall be open to the public and shall include a public comment period of no less than one half hour.
Public notice: The public shall be notified of each Local Advisory Board meeting that is open to the public. Four on-air announcements, made during prime time on the radio station on four different days prior to the meeting, are considered to be adequate notice.

SECTION 7 "OFFICERS": The Local Advisory Board officers shall include a chairperson / facilitator and a recording secretary. Officers shall be elected by the Local Advisory Board members, and shall serve for a term of one year.

ADD SECTION - QUORUN OF SUBCOMMITTEES

SPOONER - NONE

WEISGAL - NONE

ARTICLE ELEVEN
CORPORATE RECORDS, REPORTS AND SEAL

ROBINSON
These By-Laws may be amended, altered or repealed in whole or in part at any meeting of the Board of Directors, provided that the proposed changes have been submitted to each member of the Board of Directors with the notice of the meeting and provided further that the right of waiver of notice of meeting shall not apply. In order to be adopted, any proposal must receive the vote of two-thirds of all the members of the Board of Directors present and voting or voting by signed ballot received before the meeting at which the proposal is voted upon convenes. The Directors voting by mail ballot must attach an exact copy of the proposal being voted upon to their ballots.

SPOONER
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 their 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 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.

WEISGAL

PROPOSED ## Proposed New Article - Code of Ethics [Issue: Will Code of Ethics be included by reference or in toto]

ARTICLE TWELVE
PARLIAMENTARY PROCEDURE

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

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

WEISGAL - NONE

ARTICLE THIRTEEN
AMENDMENT OF BYLAWS

ROBINSON
These By-Laws may be amended, altered or repealed in whole or in part at any meeting of the Board of Directors, provided that the proposed changes have been submitted to each member of the Board of Directors with the notice of the meeting and provided further that the right of waiver of notice of meeting shall not apply. In order to be adopted, any proposal must receive the vote of two-thirds of all the members of the Board of Directors present and voting or voting by signed ballot received before the meeting at which the proposal is voted upon convenes. The Directors voting by mail ballot must attach an exact copy of the proposal being voted upon to their ballots.

SPOONER
SECTION 1 "PROPOSED AMENDMENTS": These By-Laws may be amended, altered or repealed in whole or in part at any meeting of the Board of Directors, provided that the proposed changes have been submitted to each member of the Board of Directors at least 30 days in advance with notice of the meeting and provided further that the right of waiver of notice of meeting shall not apply.
SECTION 2 "VOTING AND RATIFICATION": In order to be adopted, any proposed bylaws amendment must receive the vote of two-thirds (2/3) of the Directors present and voting or voting by signed ballot received before the meeting at which the proposal is voted upon convenes, the Directors voting by mail ballot must attach an exact copy of the proposal being voted upon to their ballots. In addition, any proposed bylaws amendment that materially adversely affects the rights of the members, or any class of members, must be approved by majority vote of a quorum of the members, or class of members, as applicable, voting by mail ballot.

WEISGAL
Section 1 Proposed Amendments
A. These Bylaws may be amended seriatim at any meeting of the Pacifica Board, provided that the proposed changes have been endorsed by at least one Local Board and that each member of the Pacifica Board has had 30 days of prior notice.
B. Voting and Ratification must take place at a regular or special meeting of the Pacifica Board. In order to be adopted, any proposed bylaw amendment must receive the vote of two-thirds (2/3) of the Directors present and voting.
C. Adoption will not take place until 60 days after the amendments are adopted. By a 2/3 vote of three of the five Local Boards, any amendment can be blocked and the amendment will be declared null and void. Should no block take place, the Bylaws will be considered amended.
D. Time, Place and Manner: All voting in this process must be done in a public venue. No secret ballots are permitted. Should there be any demand, at least 30 minutes for public comment on the proposed amendments must be allowed at all stages of the amending process. Should there be more than three amendments, discussion for at least 10 minutes per amendment shall be allowed. The maximum allotment of time without a majority vote of the Pacifica Board or Local Board (in whomever jurisdiction this is applicable) shall be two hours.

ARTICLE FOURTEEN
AMENDMENT OF ARTICLES OF INCORPORATION

ROBINSON - NONE

SPOONER

SECTION 1 "PROPOSING AMENDMENTS": Amendments to the Articles of Incorporation may be proposed by two-thirds (2/3) majority vote of the Board of Directors.

SECTION 2 "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.

WEISGAL

ARTICLE FIFTEEN
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

ROBINSON - none

SPOONER
No member, director, officer, employee, or other person connected with this corporation, 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 corporation 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 of this corporation and not otherwise.

WEISGAL - none

INCLUDE IN OPERATING GUIDELINES AND PROCEDURES OR ELSEWHERE, OR OTHER NOTES

1. ABATI'S MISSION PROPOSAL
2. CODE OF ETHICS, CONFLICT OF INTEREST SPECIFICALLY
3. POSTPONE CONVERSATION ON DIVERSITY UNTIL DIALLO CAN PARTICIPATE
4. . BUSINESS PROPOSAL FROM DIALLO