TERESA ALLEN'S PROPOSED AMENDMENTS TO BYLAWS

At the special telephone conference meeting of the Interim Board of Directors of the Pacifica Foundation on June 26, 2003, commencing at ________ am/pm Eastern Time,

Be it Resolved that:

The proposed amendments to the forthcoming Pacifica Foundation Bylaws, which amendments are attached hereto and proposed by Teresa Allen, shall be adopted, subject to approval by at least 3 of the 5 current Pacifica radio station Local Advisory Boards as to those sections of the Bylaws concerning the number and manner of selection or election of local board members and Pacifica directors.

________ Yes

________ No

________ Abstain

Dated ________________

Signed: ___________________________________

Interim Director, Pacifica Foundation

(Please also print your name legibly above)

If you cannot attend the board telephone meeting, you may vote by mail by returning this ballot, with the proposed amendments to bylaws attached to it, to the Chair of the Board prior to the commencement of the meeting, at the address below. If you choose to vote by mail, your ballot will not be counted unless the Chair receives it prior to the commencement of the board meeting.

Leslie Cagan

C/o United for Peace and Justice

330 West 42nd Street - 15th Floor

New York, NY 10036

PROPOSED BYLAW AMENDMENTS BY TERESA ALLEN

After the election of Station Representative Directors in any given election year, the National COI shall evaluate the composition of the Board of Directors (Board) to determine whether the Board, as constituted, meets that Committee's national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5.

Following the adoption of these Bylaws, and within the time frame established by the interim Board, and following the transition election of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect three (3) Directors by Single Transferable voting any or all of whom may be either Listener-Sponsor Delegates or Staff Delegates. For the purposes of this election and contrary to the provisions of Section 3(A) of this Article, one years previous service as a Delegate shall not be an eligibility requirement. The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005. In the event that those fifteen (15) Directors, taken as a whole, are deemed by the National COI not to meet its national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5, then the provisions of Section 3.D, above, shall apply, except that the additional five Directors shall be immediately elected by the radio station Delegates and seated at the first meeting of the newly elected Board and a resolution of the new Board expanding the number of Station Representative Directors to twenty (20) until January 2005 shall be adopted by the new Board at its first meeting. In addition, nominations for the two (2) Affiliate Directors shall be opened.