To: All Interested People 
From: Dan Siegel 
Re: Proposed Bylaw Revisions

___________________________

Here is my contribution to the effort to rewrite Pacifica's
bylaws. These are some of the noteworthy features of this
draft: 

(1) Pacifica will remain a California nonprofit corporation
with its headquarters in Berkeley. 
(2) Both members of the Board of Directors and members
of the Local Advisory Boards are members of Pacifica with
specified rights and duties. 
(3) There are 15 members of the Board of Directors: two
chosen by each LAB and five at large members. 
(4) Any member of the Board of Directors may inspect the
books and financial records of Pacifica. 
(5) There are very strict notice and vote requirements for
selling or closing a station or selling a license: (a) 30 days
notice of the meeting where the sale or closure will be
discussed; (b) the meeting must take place in the city of the
license or station under consideration; (c) the decision to
sell or close must be approved by a two-thirds vote. 
(6) The powers of the Executive Committee are limited. It
may not appoint directors or the Executive Director or
amend the bylaws or sell or close a station or sell a license. 
(7) Each station will have a local Local Advisory Board of
between 15 and 33 members. Each LAB will determine
how its members are chosen, subject to the approval of the
Board of Directors. 

----------------------------
 
        BYLAWS OF PACIFICA FOUNDATION 
                  
                  ARTICLE I 

              THE FOUNDATION 

Section 1.1 Principal Office. Pacifica Foundation (the
"Foundation"), a nonprofit corporation organized under the
California Nonprofit Corporation Law, shall have its principal
office in Berkeley, California, or at such other place as may
from time to time be determined by the Board of Directors. 

Section 1.2 Powers. The Foundation shall have all of the
powers enumerated in the California Nonprofit Corporation
Law, as such may be amended from time to time; provided,
however, the Foundation shall exercise its powers in
furtherance of its radio broadcasting operation and other
purposes as permitted in the Foundation's Articles of
Incorporation, as such term is defined in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"),
and the Treasury Regulations promulgated thereunder.

                  ARTICLE II 

                MEMBERSHIP 

Section 2.1 Classes of Membership. The Foundation shall
provide two classes of membership: Regular Members and
Voting Members.  

Section 2.2 Regular Members. Persons elected to and
serving in a current term upon the Board of Directors shall be
Regular Members and have all of the rights and responsibilities
of Directors under law and as provided under these Bylaws. 

Section 2.3 Voting Members. Each member of a Local
Advisory Board, as described in Article IX, to a Foundation
service area, shall be a Voting Member and have all of the rights
and responsibilities of advisory board members under section
396 of the Federal Communication Act and as provided under
these Bylaws. 

 

                  ARTICLE III 

             BOARD OF DIRECTORS 

Section 3.1 Powers and Duties. The Board of Directors of
the Foundation is a governance board and shall have the
authority, power and responsibility for the mission, purpose and
policies governing the affairs, business, activities, property and
assets of the Foundation, and may make such rules, regulations
and guidelines for the promotion and advancement of the
Foundation and its mission and purposes as the Board of
Directors may deem advisable. The Board of Directors, in
addition to the powers and authority expressly conferred upon it
by these Bylaws, by statute, by the Articles of Incorporation of
the Foundation and otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Foundation, except
as expressly provided otherwise by the California Nonprofit
Corporation Law, by the Certificate of Incorporation of the
Foundation, or by these Bylaws. 

Section 3.2 Special Limit of Powers and Duties. The Board
of Directors of the Foundation is not an operations board and
shall not engage in the day-to-day management and operations
of the Foundation or its programs.   

Section 3.3 Number and Qualification. The number of
Directors shall be fifteen (15). There shall be two categories of
Directors: Directors chosen by the Local Advisory Boards and
at large Directors. The number of at large Directors shall be five
(5). Candidates for election as at large Directors shall be
nominated as described in Section 3.4. The Directors shall be
selected with regard to their potential for active service and
support to the Foundation and demonstrated interest in the
mission and purposes of the Foundation. Each Director shall be
at least eighteen (18) years of age. No person who is elected a
Director may concurrently serve on a Local Advisory Board,
described in Article IX.  

Section 3.4 Nomination. Nominations of candidates for
election as at large members of the Board of Directors shall be
made in writing to the Board of Directors not less than sixty
(60) days prior to any meeting of the Board of Directors and
may be made by the Nominating Committee described in
Article IV of these Bylaws (the "Nominating Committee"),
Regular Member, or a Local Advisory Board.  

Section 3.5 Election and Term. 

(a) The Board of Directors shall elect at large Directors
from among those persons nominated as described in Section
3.4. At large Directors shall be elected at the annual meeting of
the Board of Directors or at any regular or special meeting of
the Board of Directors upon notice as required by Section ____
of these Bylaws. To be elected an at large Director, a nominee
must receive two-thirds of the votes cast at a meeting of the
Board of Directors. Each Director voting shall be entitled to
cast one (1) vote for each at large Director position open for
election and voting shall not be cumulative. If the Board of
Directors fails to fill the Established Number of at large Director
positions from among those individuals nominated by the
Nominating Committee or otherwise duly nominated by the
Directors or Local Advisory Boards, the Nominating Committee
or other Directors or Local Advisory Boards shall nominate
additional individuals for election by the Board of Directors
until such time as the Board of Directors shall have elected an
individual nominated for each open at large Director position.  

(b) The at large Directors shall be divided into three (3)
classes composed of as nearly equal a number of at large
Directors as possible for the purposes of staggering their terms
in office. In accordance with procedures to be established by
resolution of the Board of Directors, the terms of office of each
such class of at large Directors shall be established so that the
term of one class of at large Directors expires each year, with
the first such term expiring at the first Annual Meeting of the at
large Directors following the adoption of these Bylaws.
Following the expiration of the initial term of appointment for
each class, each class of at large Directors as then and
thereafter elected shall serve staggered terms of three (3) years
from the date of the Annual Meeting at which elected.  

(c) Each Local Advisory Board as described in Article
IX shall be entitled to elect two Directors pursuant to
procedures established by the Board of Directors.  

(d) For purposes of the foregoing, a Director shall hold
office until the Annual Meeting of the Board of Directors for
the year in which his or her term expires and until his or her
successor is duly elected and qualified, subject, however, to
such Director's prior death, resignation, retirement,
disqualification or removal from office. 

(e) Directors shall serve terms of three (3) years and
shall not serve more than two (2) three (3) year terms
consecutively or non-consecutively.  

(f) Each Director shall, upon reasonable notice, be
entitled to inspect and copy all books and records of the
Foundation. However, the copying of such records shall be
subject to rules concerning the confidentiality thereof adopted
by the Board of Directors. 

Section 3.6 Vacancies and New Directorships. Any vacancy
occurring on the Board of Directors (other than vacancy of an
ex officio position, if any) shall be filled by the Board of
Directors from among those candidates established by the
Nominating Committee, Directors or Local Advisory Boards in
the manner set forth in these Bylaws.  

Section 3.7 Resignations. Any Director may resign at any
time by giving written notice to the Board of Directors or to the
Chairperson or Secretary. Such resignation shall take effect at
the time specified in such notice, and acceptance shall not be
necessary to make such resignation effective. If no time is
specified in the notice of resignation, then the resignation shall
take effect upon delivery. 

Section 3.8 Removal. Any Director may be removed from
office at any time for cause upon the affirmative vote of at least
a majority of the entire Board of Directors, and may be
removed from office at any time without cause upon the
affirmative vote of at least three-fourths (3/4) of the entire
Board of Directors. Prior to any action to remove a Director for
cause, The Board of Directors, by resolution or otherwise, shall
establish standards and guidelines for what shall constitute
"cause" for the removal of a Director from office. 

Section 3.9 Place of Meeting. The Board of Directors may
hold its meetings at the principal office of the Foundation, or at
such place or places as the Board of Directors may from time to
time by resolution determine. 

Section 3.10 Annual, Regular and Special Meetings. The
Annual Meeting of the Board of Directors shall be held on such
date, and at such time and at such place as the Board of
Directors shall determine. In addition to the Annual Meeting of
the Board of Directors, the Board of Directors shall hold such
number of other regular meetings at such times and at such
places as may from time to time be determined by the Board of
Directors; provided, however, that, inclusive of the Annual
Meeting, the Board of Directors shall meet no less frequently
than once every four (4) months. Special meetings of the Board
of Directors may be called by the Chairperson or the
Vice-Chairperson, and shall be called by the Secretary on the
written request of any five (5) or more Directors. Notice of all
regular meetings stating the place, date and hour of the meeting
shall be given in writing to each Director not less than thirty
(30) days prior to the scheduled date of the meeting. Notice of
all special meetings stating the place, date and hour of the
meeting shall be given to each Director either: (i) if by (US
Postal Service Express Mail or express courier), not less than
seventy-two (72) hours prior to the scheduled starting time of
the meeting, (ii) if delivered personally, by telephone, electronic
mail or facsimile transmission, not less than forty-eight (48)
hours' notice prior to the scheduled starting time of the meeting,
or (iii) in emergency situations, on such shorter notice as the
person or persons calling such meeting reasonably may deem
necessary or appropriate under the existing circumstances.
Notice of a meeting need not be given to any Director who
submits a signed waiver of notice in accordance with these
Bylaws and Section _____ of the Not-For-Profit Corporation
Law. 

Section 3.11 Meetings by Means of Conference Telephone.
Any one or more Directors or members of a committee of the
Board of Directors may participate in a meeting of the Board of
Directors or committee by means of a conference telephone or
similar communications equipment allowing all persons
participating in such meeting to hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting. 

Section 3.12 Quorum; Attendance of Board Meetings by
Executive Director and 

Secretary. 

(a) Except as may be otherwise specifically provided by
the Not-For-Profit Corporation Law, the Articles of
Incorporation of the Foundation or these Bylaws, at all meetings
of the Board of Directors, a majority of the entire Board of
Directors, but in no event fewer than six (6) Directors, shall
constitute a quorum for the transaction of business. If a quorum
shall not be present at any time during a meeting of the Board
of Directors that commenced with a quorum, the Directors
present thereat may adjourn the meeting to another time and
place until a quorum shall be present. 

(b) The Executive Director and the Secretary of the
Foundation, regardless of whether they are not otherwise
Directors, shall be entitled to attend all meetings of the Board of
Trustees; provided, however, that if they are not otherwise
Directors of the Foundation, they shall not be entitled to vote
with regard to any action occurring thereat and their presence
thereat shall not be counted towards establishing whether a
quorum exists at any such meeting. 

(c) Notwithstanding the right of the Executive Director
or the Secretary of the Foundation, or any other person who is
not a Director, to attend meetings of the Board of Directors, the
Board of Directors may, consistent with the Federal
Communications Act, the Corporation for Public Broadcasting,
and notwithstanding any state or local law, hold closed meetings
or executive sessions of the Board of Directors solely for
purposes that would be allowable for a public agency to hold
closed meetings under the provisions of the California Public
Meetings Act, California Government Code secs. _____, in
which event only members of the Board of Directors and
persons expressly authorized by the Board of Directors may be
present thereat. 

Section 3.13 Public Notice and Attendance. The Foundation
shall provide notice of its Board of Director and Board of
Director committee meetings to the public and make its
meetings public except as set forth above. 

Section 3.14 Act of the Board of Directors; Voting. The
affirmative vote of a majority of the Directors who are present
and entitled to vote at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of a
greater number or percentage of Directors is required either by
law, the Articles of Incorporation of the Foundation, or these
Bylaws. 

Section 3.15 Action by the Board of Directors. 

(a) General. Except as otherwise provided by law or in
these Bylaws, an act of the Board of Directors means action at
any duly constituted meeting of the Board of Directors by the
affirmative vote of a majority of the Directors present at such
meeting (including those Directors who are counted for
purposes of determining the existence of a quorum at such
meeting but who are otherwise prohibited from participating
and voting thereat in accordance with the provisions of Section
7.2 hereof). 

b.Action Without a Meeting by Unanimous Written Consent.
   Any action required or permitted to be taken by the Board
   of Directors or any committee thereof may be taken
   without a meeting if all Directors or members of the
   committee consent in writing to the adoption of a resolution
   authorizing the action. The resolution and the written
   consents thereto by all of the Directors or members of the
   committee shall be filed with the minutes of the proceedings
   of the Board or committee. 

 

(c)  Sale or closure of radio stations or transfer of
licenses. Notwithstanding any other provision of these bylaws,
the Board of Directors may not act to close, sell or transfer a
Pacifica radio station or a license therefore except by the vote
of two-thirds of the entire Board of Directors acting at a regular
meeting of the Board in the city of the location of the station
under consideration following at least thirty (30) days written
notice to the Directors and thirty (30) days notice to the public
of the action to be considered at said meeting. 

 

Section 3.16 Compensation. Directors shall receive no
compensation for their services as Directors, but may be
reimbursed for the expenses reasonably incurred by them in the
performance of their duties in accordance with policies
established by the Board of Directors. A Director shall be
entitled to receive reasonable compensation for services
rendered to the Foundation in a professional capacity. 

Section 3.17 Entire Board of Directors. As used in these
Bylaws generally, the term "entire Board of Directors" means
the total number of Directors the Foundation would have if
there were no vacancies from the Established Number. 

Section 3.18 Parliamentary Procedure. The Foundation shall
comply with the then current edition of Robert's Rules of Order
for the transaction of business at all corporate meetings to
which those rules apply. To the extent that Robert's Rules of
Order may be inconsistent with these Bylaws, these Bylaws
shall control. 

 

                  ARTICLE IV 

   COMMITTEES OF THE BOARD OF DIRECTORS 

Section 4.1 General. The Board of Directors shall, by
resolution passed by a majority of the entire Board of Directors,
establish an Executive Committee and a Nominating
Committee, and may designate one (1) or more additional
committees of the Board (standing, special, advisory or
otherwise) as may from time to time be deemed suitable,
necessary, or convenient to aid in accomplishing the purposes
of the Foundation, each such Committee consisting of at least
five (5) Directors of the Foundation and having the powers and
duties specified herein or as shall be designated in the resolution
of the Board of Directors establishing such committee. Except
as otherwise expressly provided herein, the Chairperson and
Vice-Chairperson shall be ex-officio members of all committees
of which they are not otherwise regular members. Each
committee of the Board shall have Directors from each of the
Foundation's signal areas as defined by the Federal
Communication Act. 

Section 4.2 Executive Committee. The Board of Directors
shall establish, by majority vote from among the members of the
Board of Directors, an Executive Committee composed of: (i)
the Chairperson and Vice-Chairperson, who shall serve until
their respective terms of office as Chairperson and
Vice-Chairperson expire, and (ii) at least five (5) additional
Directors, who shall serve for one (1) year terms. Except to the
extent limited by the Not-For-Profit Corporation Law, these
Bylaws or a resolution of the Board of Directors, the Executive
Committee shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business, operations, activities and affairs of the Foundation
between meetings of the Board of Directors; provided,
however, that the Executive Committee shall not have the
power or authority with regard to the following matters: (i)
filling vacancies in the Board of Directors or any committee
thereof; (ii) adopting, amending or repealing any By-Law of the
Foundation or any resolution of the Board of Directors which
by its terms shall not be so amendable or repealable; (iii) the
sale, transfer or other disposition of the assets or property of the
Foundation; (iv) the merger, consolidation, liquidation,
dissolution or winding up of the Foundation; or (v) appoint or
remove the Executive Director of the Foundation. The
Executive Committee shall have oversight of and authority over
the formation and activities of the Local Advisory Boards
described in Article IX.  

Section 4.3 Nominating Committee. The Foundation shall
establish a Nominating Committee, which shall be composed of
the Chairperson, Vice-Chairperson and at least three (3)
Directors designated by a majority vote of the Board of
Directors, and who shall serve for one (1) year terms; provided,
however, that no person (other than the Chairperson and the
Vice-Chairperson) may serve on the Nominating Committee for
more than one consecutive one (1) year term; and provided,
further, however, that no person (including the Chairperson and
the Vice-Chairperson) may serve on the Nominating Committee
in the event that such person's term of office as a Director or
Officer of the Foundation is scheduled to expire during the
current term of the Nominating Committee. The Nominating
Committee shall nominate persons for election as Directors and
Officers of the Foundation by the Board of Trustees. The
Nominating Committee shall meet in advance of the Annual
Meeting of the Board of Directors to approve and submit to the
Board of Directors the names of those persons nominated for
election as Directors of the Foundation. The Nominating
Committee shall also submit nominees for the election of
Officers of the Foundation (as described in Article V hereof) to
the Board of Foundation. 

Section 4.4 Meetings and Actions of Committees. 

(a) Meetings and actions of Committees of the Board of
Directors shall be governed by the provisions of Article III of
these Bylaws, concerning meetings and actions of the Board of
Directors, with such changes in the context of those By-Law
provisions as are necessary to substitute the Committee and its
members for the Board of Directors and its members, except
that: (i) a majority of all of the members of a Committee shall
constitute a quorum for the transaction of business, and the
affirmative vote of a majority of all of the members of the
Committee shall be the act of the Committee, and (ii) the time
and place for regular meetings of Committees shall be
designated by resolution of the Board of Directors or, if no such
Board resolution is adopted, at such times and places as shall be
fixed by the Chairperson of the Committee, or if not so fixed,
by a vote of a majority of all of the members of the Committee.
Special meetings of Committees may also be called by
resolution of the Board of Directors or by the Chairperson of
the Committee. Notice of special meetings of any Committee
shall also be given to any and all alternate members of such
Committee, who shall have the right to attend all meetings of
the respective committee. 

(b) Each Committee shall report to the Board of
Directors when required and shall keep regular minutes of its
meetings which shall be filed with the corporate records of the
Foundation. 

(c) The Board of Directors may adopt rules for the
governance of any Committee not inconsistent with any
provision of the Not-For-Profit Corporation Law or these
Bylaws. 

Section 4.5 Tenure of Members of Committees of the Board
of Directors. 

Each committee of the Board of Directors and every
member thereof shall serve at the pleasure of the Board of
Directors and for such terms as set forth herein or as the Board
of Directors shall otherwise determine. 

Section 4.6 Alternate Committee Members. The Board of
Directors may designate one or more Directors as alternate
members of any standing or special committee of the Board of
Directors who may replace any absent member or members at
any meeting of such committee. 

 

                  ARTICLE V 

                  OFFICERS 

Section 5.1 General. The Officers of the Foundation shall be
chosen by the Board of Directors and shall be a Chairperson, a
Vice Chairperson, an Executive Director, a Treasurer, and a
Secretary. The Board of Directors may from time to time elect
or appoint such other Officers, including one or more vice or
assistant Officers, as the Board may deem necessary or
convenient. Other than the Chairperson and Vice Chairperson,
who must be Directors of the Foundation, Officers of the
Foundation may be, but are not required to be, Directors of the
Foundation. Any two (2) or more offices may be held by the
same person with the exception of the offices of Chairperson,
Executive Director and Secretary; provided, however, that no
instrument required to be signed by more than one (1) Officer
of the Foundation may be signed by the same person in more
than one (1) capacity. 

Section 5.2 Election and Tenure. Each of the Officers of the
Foundation shall be elected or appointed by the Board of
Directors at its Annual Meeting from among those candidates
nominated by the Nominating Committee or by a Director or
Nominating Members. Each Officer of the Foundation shall
serve at the pleasure of the Board of Directors for such terms as
shall be determined from time to time by the Board of Directors
(or if not so specified, for a term of one (1) year), or until his or
her successor shall have been duly elected and qualified, or
until such Officer's earlier death, resignation or removal, as
hereinafter provided.  

Section 5.3 Removal. Each Officer of the Foundation shall
serve at the pleasure of the Board of Directors, and may be
removed by the Board of Directors at any time, with or without
cause, by the affirmative vote of a majority of the entire Board
of Directors. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an Officer shall not in and of itself create any
contractual rights. 

Section 5.4 Resignations. Any Officer may resign at any
time by giving written notice to the Board of Directors or to the
Chairperson, Vice Chairperson, or the Secretary of the
Foundation. A resignation shall take effect at the time specified
in the notice thereof, and, unless otherwise specified in said
notice, acceptance of such resignation shall not be necessary to
make such resignation effective. If no effective date is specified
in the notice, resignation shall be effective upon delivery of the
notice. 

Section 5.5 Vacancies. A vacancy in any office by reason of
death, resignation, removal or otherwise may be filled by the
Board of Directors at the Annual Meeting or a regular or special
meeting of the Board of Directors for the unexpired portion of
the term of such office by a person nominated by the
Nominations Committee or a Director and duly elected by the
Board of Directors.  

Section 5.6 Duties of Chairperson. The Chairperson of the
Board of Directors shall: (i) preside at all meetings of the Board
of Directors at which the Chairperson is present; (ii) report at
the Annual Meeting of the Board on the condition of affairs of
the Foundation and make recommendations with respect
thereto; and (iii) perform such other duties as the Board of
Directors may prescribe from time to time. 

Section 5.7 Duties of Vice Chairperson. In the event of the
Chairperson's absence or incapacity to act, the Vice
Chairperson shall preside at all meetings of the Board of
Directors, and shall perform the duties and exercise the powers
of the Chairperson, subject to the right of the Board of
Directors from time to time to expand or restrict such powers
and duties or to assign them to others. The Vice Chairperson
shall have such powers and shall perform such other duties as
may be prescribed from time to time by the Board of Directors,
subject to the supervision of the Board of Directors.  

Section 5.8 Duties of the Executive Director. The Executive
Director shall be the chief executive officer of the Foundation
and shall have overall responsibility for implementing the
policies and directives of the Board of Directors, and shall have
such other duties and powers as may be assigned by the Board
of Directors. The Executive Director shall be accountable to the
Board of Directors for the management of the Foundation and
shall report periodically to the Board of Directors on the affairs
of the Foundation as the Board of Directors shall require. The
Executive Director shall be responsible for supervising the
day-to-day operations of the Foundation, may employ and
discharge other employees of the Foundation, may approve
ordinary and reasonable expenditures and, subject to the
limitations set forth herein (including, without limitation, the
provisions of Article VIII hereof) or otherwise established from
time to time by the Board of Directors regarding certain
contracts, instruments and documents, may execute on behalf
of the Foundation such contracts, instruments and documents to
which the Foundation is a party, including, without limitation,
documents and forms required by federal, state and local
governments to be executed by the Foundation's Officers;
provided, however, that any deed, lease, mortgage, note, bond,
contract, instrument and/or other document (collectively,
"Contracts"), or series of related Contracts, obligating the
Foundation to expend during any twelve (12) month period in
excess of a specified dollar thresholds to be established from
time to time by resolution of the Board of Directors, or in the
case of any single Contract whose term exceeds twelve (12)
months, shall be required to be signed by both (i) the Executive
Director and (ii) either the Chairperson or the Vice Chairperson,
following approval by the Board of Directors or the Executive
Committee, as applicable, pursuant to the dollar thresholds
established by the Board of Directors. Consistent with the
policies and directives of the Board of Directors, the Executive
Director may delegate or assign to other Officers of the
Foundation and managers of the Foundation such management
duties as are necessary and prudent to accomplish the
objectives of the Board of Directors. 

Section 5.9 Duties of Treasurer. The Treasurer shall be the
chief financial officer of the Foundation and shall maintain the
books of account and financial records of the Foundation, and
shall have charge and custody of, and be responsible for, all
funds and securities of the Foundation, and deposit all such
funds in the name of and to the credit of the Foundation in such
banks, trust companies, or other depositories as shall be selected
by the Board of Directors. The Treasurer shall ensure that a true
and accurate accounting of the financial transactions of the
Foundation is made, and whenever the Board of Directors so
requires, shall present an account to the Board of Directors of
all his or her transactions as Treasurer and of the financial
condition of the Directors. The Treasurer shall also perform all
other duties customarily incident to the office of Treasurer and
such other duties as from time to time may be assigned by the
Board of Directors. If required by the Board of Directors or by
law, the Treasurer shall give the Foundation a bond, to be paid
for by the Foundation, in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his or her office and for
the restoration to the Foundation, in case of his or her death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his or her possession or under his or her control belonging to the
Foundation. 

Section 5.10 Duties of Secretary. The Secretary shall attend
all meetings of the Board of Directors and shall record all the
proceedings at such meetings in a book or books to be kept for
that purpose; the Secretary shall also perform like duties for the
Executive Committee and all other standing committees when
required. The Secretary shall conduct the duties of such office
in cooperation with the Executive Director of the Foundation.
The Secretary shall give, or cause to be given, notice of all
special meetings of the Board of Directors and all other notices
required to be given by the Federal Communications Act,
Corporation for Public Broadcasting, Not-For-Profit
Corporation Law or by these Bylaws, and shall perform such
other duties as may be prescribed by the Board of Directors or
by the Executive Director. If the Secretary shall be unable to
give, or shall otherwise fail to cause to be given, notice of a
special meeting of the Board of Directors, then either the Board
of Directors or the Executive Director shall choose another
Officer of the Foundation to cause such notices to be given. The
Secretary shall have custody of the seal of the Directors and the
Secretary shall have authority to affix the same to any
instrument requiring it, and when so affixed it may be attested
by the signature of the Secretary. The Board of Directors may
give general authority to any other Officer to affix the seal of
the Foundation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to
be kept or filed are properly kept or filed, as the case may be. In
particular, and without limitation of the foregoing, the Secretary
shall see that all reports, returns, information returns, or other
documents which are or may be required to be filed with the
Internal Revenue Service are properly and timely filed. 

Section 5.11 Voting Securities Owned by the Foundation.
Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned by
the Foundation may be executed in the name of and on behalf
of the Foundation, upon direction to do so by the Board of
Directors, by the Chairperson, Vice Chairperson, or the
Executive Director. Any of the foregoing Officers, as shall be
designated by the Board of Directors, may, in the name of and
on behalf of the Foundation, take all such action as any such
designated Officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in
which the Foundation may own securities and at any such
meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which,
as the owner thereof, the Foundation might have exercised and
possessed if present. The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or
persons. 

 

                 ARTICLE VI 

             GENERAL PROVISIONS 

Section 6.1 Fiscal Year. The fiscal year of the Foundation
shall be determined by the Board of Directors and, in the
absence of such determination, shall commence on July 1 in
each calendar year and shall end on June 30 of the immediately
succeeding calendar year. 

Section 6.2 Books and Records. There shall be kept at the
office of the Foundation: (i) correct and complete books and
records of account; (ii) minutes of the proceedings of the Board
of Directors and any committee of the Board of Directors; (iii) a
current list of the Directors and Officers of the Foundation and
their residential and business addresses; (iv) a copy of the
Articles of Incorporation of the Foundation and these Bylaws;
(v) a copy of the Foundation' application for recognition of
exempt status under Section 501(c)(3) of the Code (i.e., IRS
Form 1023); and (vi) copies of the Foundation's federal
information returns for the immediately preceding three (3)
years (i.e., IRS Form 990). 

Section 6.3 Seal. The Board of Directors shall have the
authority to select the inscription and form of the Foundation's
seal. 

Section 6.4 Disbursements. All checks or demands for
money and notes of the Foundation for amounts less than
such threshold amount designated by resolution of the Board
of Directors shall be signed by either the Chairperson, the
Vice Chairperson, the Executive Director or the Treasurer, or
such other person or persons as the Board of Directors may
from time to time designate. All checks or demands for money
and notes of the Foundation for amounts greater than such
threshold amount designated by resolution of the Board of
Directors shall be signed by any two (2) of the following
persons: the Chairperson, the Vice Chairperson, the
Executive Director or the Treasurer, or such other person or
persons as the Board of Directors may from time to time
designate. 

Section 6.5 Notices. 

(a) Whenever written notice is required to be given
under the provisions of applicable law, the Articles of
Incorporation of the Foundation, or of these Bylaws, such
notice may be given by mail or by a generally recognized
overnight delivery service, addressed to such person at his, her
or its address as it appears in the records of the Foundation,
with prepaid postage or delivery charges. Except as otherwise
provided for herein, such notice shall be deemed to be delivered
at the time when deposited in the United States mail or when
delivered to the overnight delivery service. Notice may also be
given to any Director either personally, by telephone or by
facsimile transmission to his or her residence or office either
directly or by leaving a message thereat.

(b) Whenever any notice is required to be given under
the provisions of applicable law, the Articles of Incorporation of
the Foundation, or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to such notice and who
did not receive the same, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance of a person at a meeting shall be deemed equivalent
to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,
except when a person attends such meeting solely for the
express purpose of objecting to the transaction of any business
because of the failure to lawfully call or convene such meeting. 

Section 6.6 Minutes. Minutes shall be taken at all meetings
of the Board of Trustees and of all Committee meetings,
including a record of attendance, and shall, after final approval
thereof by the Board of Directors or a Committee thereof, be
filed and maintained as part of the permanent records of the
Foundation in the office of the Foundation designated for such
purpose. Such minutes shall reflect all business conducted,
including findings, conclusions and recommendations and shall
be made public in compliance with applicable law. 

Section 6.7 Other Offices. The Foundation may have offices
at such places as the Board of Directors may from time to time
determine. 

Section 6.8 Pronouns. Any masculine personal pronoun
shall be considered to mean the corresponding feminine or
neuter personal pronoun, as the context requires. 

                 ARTICLE VII 

      DUTIES OF DIRECTORS AND OFFICERS;

    CONFLICT OF INTEREST; INDEMNIFICATION 

Section 7.1 Duties. 

(a) Subject to the standards and requirements of the
California Nonprofit Corporations Law, each Director and
Officer of the Foundation shall perform his or her duties as a
Director or Officer, including his or her duties as a member of
any Committee of the Board upon which he or she may serve,
and/or as an Officer of the Foundation, in good faith and with
that degree of diligence, care and skill which an ordinarily
prudent person in a like position would use under similar
circumstances.  

 

Section 7.2 Interested Directors and Officers. 

(a) No contract, transaction or other arrangement
between the Foundation and an Interested Person (as defined
below), or between the Foundation and any other corporation,
firm, association, organization or other entity in which one or
more Interested Persons have a Financial Interest (as defined
below) or are directors, trustees, or officers ("Common
Office"), shall be either void or voidable for this reason alone,
provided that: 

(i) The material facts as to such Interested Person's
Financial Interest in such contract, transaction or arrangement,
and as to any such Common Office, are disclosed in good faith
to the Board of Directors of the Foundation or a Committee
thereof, and the Board of Directors or the Committee thereof
authorizes such contract, transaction or arrangement by a vote
sufficient for such purpose; and 

(ii) The Interested Person does not cast his or her vote
with respect to the approval of the contract, transaction or other
arrangement at issue, nor otherwise participate in that part of
the meetings or deliberations at which such contract, transaction
or other arrangement are approved or authorized; and 

(iii) The contract, transaction or other arrangement is
fair and reasonable to the Foundation. 

(b) Directors who are Interested Persons may be
counted in determining the presence of a quorum at a meeting
of the Board of Directors or committee that authorizes such
contract, transaction or arrangement, but, as set forth above,
shall not participate in the discussion nor vote on any matters
with respect to which such Director has a Financial Interest.  

   (c) For purposes of this Section 7.2: 

(i) "Interested Person" shall mean any Director, Officer
or member of any standing or advisory Committee of the
Foundation who has a direct or indirect Financial Interest, as
well as any member of any such individual's immediate family.  

      (ii) "Financial Interest" shall mean any direct or
      indirect: 

               (a) ownership or investment interest in any
               entity with which the Foundation has a
               contract, transaction or other arrangement;
                

               (b) a compensation arrangement with the
               Foundation or with any entity or individual
               with which the Foundation has a contract,
               transaction or other arrangement; or 

               (c) a potential or prospective ownership or
               investment interest in, or compensation
               arrangement with, any entity or individual
               with which the Foundation is considering
               entering into a contract, transaction or
               other arrangement and which contract,
               transaction or other arrangement has been
               presented for consideration or approval by
               the Foundation's Board of Directors or a
               Committee thereof. 

   (iii) "Compensation" or "Compensation
   Arrangement" shall include any direct or indirect
   remuneration, as well as gifts or favors, that are substantial
   in nature. 

Section 7.3 Indemnification of Directors, Officers, Members
of Committees 

and Employees and Volunteers.  

(a) The Foundation shall indemnify any person made or
threatened to be made a party to any action or proceeding by
reason of the fact that he or she is or was a Director, Officer,
member of any Committee, or employee of the Foundation, or,
at the request of the Foundation, served any other organization
in any capacity, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred, including those
expenses actually incurred prior to the final disposition of such
proceeding, to the full extent and in such circumstances as is
permitted by law, including, in particular, Section _________ of
the Not-For-Profit Corporation Law, as such may be amended
or supplemented, or by any successor thereto. The Foundation
shall advance expenses to such persons to the fullest extent
permitted by Section _______ of the Not-For-Profit
Corporation Law, as such may be amended or supplemented, or
by any successor thereto. Provided, however, that the
Foundation first shall obtain reasonable assurances in the
circumstances that, in the event such persons are determined to
have acted in a manner contrary to law, their duties or
obligations, or against the Foundation's interest, all Foundation
funds so expended shall be recoverable by the Foundation. Such
right to indemnification and advancement of expenses shall
continue as to a person who has ceased to be a Director,
Officer, member of a Committee, employee or volunteer of the
Foundation and shall inure to the benefit of the heirs, executors
and administrators of such a person. The indemnification and
advancement of expenses provided for herein shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any By-Law, agreement, vote of the disinterested
Directors or otherwise. Nothing contained in this Section 7.3
shall affect any rights to indemnification to which Foundation
personnel other than Directors and Officers may be entitled by
contract or otherwise by law. 

(b) No indemnification or advancement of expenses
shall be made under this Article VII if such indemnification or
such advancement of expenses would be inconsistent with any
of the following: (i) the provisions of Section 4958 of the Code
or the Treasury Regulations promulgated thereunder, (ii) a
provision of the Foundation's Articles of Incorporation or these
Bylaws, (iii) a resolution of the Board of Directors or other
proper Foundation action, in effect at the time of the
occurrence of the event giving rise to the alleged cause of
action asserted in the threatened or pending action or
proceeding, which prohibits or otherwise limits such
indemnification or such advancement of expenses; (iv) the
California Nonprofit Corporations Law. The Foundation shall
not indemnify any person if a judgment or other final
adjudication adverse to the indemnified person (or to the person
whose actions are the basis for the action or proceeding)
establishes, or the Board of Directors in good faith determines,
that such person's acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to
the cause of action so adjudicated, or that he or she personally
gained in fact a financial profit or other advantage to which he
or she was not legally entitled. 

Section 7.4 Insurance. The Foundation shall purchase and
maintain insurance to indemnify the Foundation, the Directors,
Officers, members of Committees and employees of the
Foundation, and other persons otherwise entitled to
indemnification as is permitted under the Not-For-Profit
Corporation Law or such other applicable statute. To the extent
permitted by law, such insurance may insure the Foundation for
any obligation it incurs as a result of this Article VII or by
operation of law, and it may insure directly the Directors,
Officers, members of Committees or employees of the
Foundation for liabilities against which they are not entitled to
indemnification under this Article VII, as well as for liabilities
against which they are entitled or permitted to be indemnified
by the Foundation. 

 

                 ARTICLE VIII 

     CONTRACTS, CHECKS, DRAFTS, AND BANK
                 ACCOUNTS 

Section 8.1 Execution of Contracts. In general, except to the
extent expressly authorized by the Board of Directors or by
these Bylaws, no Officer, agent or employee shall have any
power or authority to bind the Foundation by any contract,
instrument, document or engagement or to pledge its credit or to
render it liable pecuniarily in any amount for any purpose. In
accordance with Section 5.8 hereof and subject to Section 8.3
hereof, the Executive Director shall be authorized to execute, in
the name of and on behalf of the Foundation, such contracts,
instruments and documents to which the Foundation is a party;
provided, however, that any deed, lease, mortgage, note, bond,
contract, instrument and/or other document (collectively
"Contracts"), or a series of related Contracts, obligating the
Foundation to expend during any twelve (12) month period in
excess of a specified dollar thresholds to be established from
time to time by resolution of the Board of Directors or, in the
case of any single Contract whose term exceeds twelve (12)
months, shall be required to be signed by both (i) the Executive
Director and (ii) either the Chairperson or the Vice Chairperson,
following approval by the Board of Directors or the Executive
Committee, as applicable, pursuant to the dollar thresholds
established by the Board of Directors. The Board of Directors
may authorize any other Officer, and/or any employee or agent
of the Foundation, in the name of or on behalf of the
Foundation, to enter into any contract or execute and deliver
any contracts, instruments and documents, and such authority
may be general or confined to specific instances. 

Section 8.2 Grants, Contributions and Assistance in
furtherance of Exempt 

Purposes. 

The making of grants and contributions, and otherwise
rendering financial assistance in furtherance of the
accomplishment of the exempt purposes of the Foundation, may
be authorized by the Board of Directors. The Board of Directors
may authorize a Committee of the Board and/or any Officer of
the Foundation, in the name of and on behalf of the Foundation,
to make any such grants, contributions and to provide such
assistance. 

Section 8.3 Loans and Guarantees. No loans or other
obligations of indebtedness, including guarantees of payment, in
excess of a specified dollar threshold to be established from
time to time by resolution of the Board of Directors, shall be
contracted on behalf of the Foundation unless specifically
authorized by the Board of Directors. 

Section 8.4 Checks, Drafts, etc. All checks, drafts and any
other orders for the payment of money out of the funds of the
Foundation, and all notes or other evidences of indebtedness of
the Foundation, shall be signed on behalf of the Foundation in
such manner as shall from time to time be determined by
resolution of the Board of Directors. 

Section 8.5 Deposits. All funds of the Foundation not
otherwise employed shall be deposited from time to time to the
credit of the Foundation in such banks, trust companies or other
depositories as the Board of Directors may select. 

ARTICLE IX 

LOCAL ADVISORY BOARDS 

Section 9.1 Purpose. The Foundation shall establish and
maintain one Local Advisory Boards as required by and for the
purposes stated in section 396 of the Federal Communications
Act and these Bylaws for each of the radio signal areas for
which it has a Federal Communications Act license. 

Section 9.2 Powers and Duties. There shall be one Local
Advisory Board for the Foundation in each of its signal areas.
Each Local Advisory Board shall have all of the rights and
duties described in section 396 of the Federal Communications
Act, the regulations of the Corporation for Public Broadcasting,
these Bylaws and the policies and procedures that the Board of
Directors shall establish for Local Advisory Boards.  

Section 9.3 Number and Qualification. The number of
persons on each Local Advisory Board for the Foundation in
each signal area shall not be fewer than fifteen (15) nor more
than thirty three (33), the exact number of which shall be
established from time to time by said Local Advisory Board.
Except as set forth herein, the members of each Local Advisory
Board shall be selected in the manner established by that Local
Advisory Board. The procedures for the selection of Local
Advisory Board members shall be subject to approval by the
Board of Directors. The Board of Directors may appoint five (5)
members to each Local Advisory Board, and the Executive
Director or designee may appoint two (2) members to each
Local Advisory Board. Nominees for selection to the Local
Advisory Board shall be selected with regard to their potential
for active service and support to the Foundation and
demonstrated interest in the mission and purposes of the
Foundation and commitment to the requirements and purposes
of Local Advisory Boards under section 396 of the Federal
Communications Act, the regulations of the Corporation for
Public Broadcasting, these Bylaws, and the policies and
procedures for Local Advisory Boards established by the Board
of Directors. Each member of a Local Advisory Board shall at
the time of becoming a Local Advisory Board person be a
resident of the signal area, as defined by the Federal
Communication Commission, served by that Local Advisory
Board. No person who is elected or appointed to a Local
Advisory Board may concurrently serve on the Board of
Directors of the Foundation. 

Section 9.4 Term. Local Advisory Board persons shall serve
for terms of two (2) years and may serve not more than two (2)
consecutive terms. Local Advisory Board persons who serve
two (2) consecutive terms shall not be elected again or be
re-appointed until two (2) years have elapsed from the end of
their second consecutive term. 

Section 9.5 Policies and Procedures. Local Advisory Boards
and each person who serves on a Local Advisory Board shall
comply with all policies and procedures established by the
Board of Directors from time to time and shall comply with the
duties and obligations in the Federal Communications Act,
regulations of the Corporation for Public Broadcasting, and the
By-laws of the Foundation as applicable to Local Advisory
Boards. 

ARTICLE X 

                AMENDMENTS 

The Articles of Incorporation of the Foundation and these
Bylaws may be altered, amended or repealed, in whole or in
part, or new Bylaws may be adopted, by the affirmative vote of
a majority of the entire Board of Directors at a duly constituted
regular meeting thereof, following written notice and notice to
the public not less than thirty (30) days prior to said meeting of
the exact language of the amendments to be voted upon.