[proposed Pacifica bylaws]

Please forward to all interested ....

NOTICE OF SPECIAL MEETING OF IPNB
FOR THE PURPOSE OF VOTING ON CHANGES TO
PACIFICA FOUNDATION BYLAWS & ARTICLES OF INCORPORATION

DATE: Friday, April 18, 2003
TIME: 3PM Eastern, (2 PM Central, Noon, Pacific)

The meeting will be held by telephone conference and will be webcast by www.kpftx.org

The bylaws proposals the board will vote on are posted at www.wbai.net. The iPNB will vote on the proposed bylaws WITH new language proposed for diversity and, if that draft does not receive 2/3rds approval of those present and voting, then the iPNB will vote on the proposed bylaws WITHOUT the new proposed language for diversity.

The Certificate of Amendment of the Articles of Incorporation the board will vote on is pasted below. This corrects the current Articles of Incorporation, which provide that the number of directors "shall be five" and that the principle office shall be in Los Angeles County, California. (Note: Under California law the Executive Director is the "President" of Pacifica.)

Carol Spooner,
Secretary, Interim Pacifica National Board

Certificate of Amendment of
Articles of Incorporation

The undersigned certify that:

1. They are the president and secretary, respectively of PACIFICA FOUNDATION, a California non-profit corporation (ěCorporationî).

2. Article V of the Articles of Incorporation of this Corporation is amended in its entirety to read as follows:

V

That the principal office for the transaction of business of this Corporation shall be located in the County of Alameda, State of California.

3. Article VI of the Articles of Incorporation of this Corporation is amended in its entirety to read as follows:

VI

That the number of directors of this Corporation shall be that number of directors as set forth in the bylaws, provided however that said number shall not be less than the minimum number of directors required by California law.

4. The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the Corporationís Board of Directors.

5. The Corporation has no members.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate of Amendment are true and correct of our own knowledge.

Date: ____________________ ____________________________
_______________________
President

_____________________________

________________________
Secretary
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"Those who cast the votes decide nothing. Those who count the votes decide everything." --Joseph Stalin

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[proposed Pacifica bylaws]