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Revised Pacifica Bylaws
4-3-03

AMENDED AND RESTATED BYLAWS

PACIFICA FOUNDATION

A California Non-Profit Public Benefit Corporation

- DRAFT B -

[Includes Los Angeles IPNB meeting Straw Polls Changes, But Not New Diversity Language]

6-10-03:

This diversity policy language in draft A is being replaced with the language found at:

wbai.net/bylaws_revise/br_divers_cmte_ab6-10-03.html

- DRAFT A -

[Includes Los Angeles IPNB meeting Straw Poll Changes and New Diversity Language Adapted from Committee Recommendations]

ARTICLE ONE

IDENTITY AND PURPOSE

SECTION 1. NAME

The name of this corporation is the PACIFICA FOUNDATION, and it shall be referred to in these Bylaws as the "Foundation".

SECTION 2. PURPOSES

The purposes of the Foundation, as stated in Article II of the Articles of Incorporation, are as follows:

To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation.

To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission ("Commission") and subject in their operation to the regulatory actions of the Commission under the Federal Communications Act of 1934, as amended.

In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.

In radio broadcasting operations to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this Foundation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

SECTION 3. PRINCIPLES

The Foundation is committed to peace and social justice, and seeks to involve in its governance and operations individuals committed to these principles.

SECTION 4. COMMITMENT TO DIVERSITY

The Foundation is committed to diversity and inclusion of people of all nations, races, ethnicities, creeds, colors, classes, genders, sexual orientations, ages and people with disabilities in its programming, staff, management, committees and governance.

ARTICLE ONE

IDENTITY AND PURPOSE

SECTION 1. NAME

The name of this corporation is the PACIFICA FOUNDATION, and it shall be referred to in these Bylaws as the "Foundation".

SECTION 2. PURPOSES

The purposes of the Foundation, as stated in Article II of the Articles of Incorporation, are as follows:

To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation.

SECTION 3. PRINCIPLES

The Foundation is committed to peace and social justice, and seeks to involve in its governance and operations individuals committed to these principles.

SECTION 4. COMMITMENT TO DIVERSITY

ARTICLE TWO

OFFICES OF THE FOUNDATION

SECTION 1. PRINCIPAL OFFICE

The principal office and place of business of the Foundation shall be located in the County of Alameda, State of California, or at such other place as the Board of Directors may designate.

SECTION 2. OTHER OFFICES

The Foundation shall also have other offices at other places within or without the State of California as the Board of Directors may from time to time designate.

ARTICLE TWO

OFFICES OF THE FOUNDATION

SECTION 1. PRINCIPAL OFFICE

The principal office and place of business of the Foundation shall be located in the County of Alameda, State of California, or at such other place as the Board of Directors may designate.

SECTION 2. OTHER OFFICES

The Foundation shall also have other offices at other places within or without the State of California as the Board of Directors may from time to time designate.

ARTICLE THREE

MEMBERS OF THE FOUNDATION

SECTION 1. MEMBERS DEFINED

There shall be two classes of members: (A) "Listener-Sponsor Members" and (B) "Staff Members", who shall collectively be referred to as "Members."

A. LISTENER-SPONSOR MEMBERS

Listener-Sponsor Members" shall be any natural persons who within the preceding 12-month period: (1) have contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (2) have volunteered a minimum of three (3) hours of service to any Foundation radio station. Said contribution shall be considered non-refundable. Said volunteer work shall be performed under the supervision of the Foundation radio station management, and shall include volunteer work on committees of the Local Station Board. Where a contribution is made jointly by two individuals and the contribution is in an amount equal to or more than the annual membership contribution required for two memberships (as set by the Board from time to time), then each of the joint donors shall be considered an individual and separate Listener-Sponsor Member. (For example, if John and Mary Smith jointly contribute $50.00 or more, then John Smith and Mary Smith will each be Members and will each have individual and separate Membership rights. However, if John and Mary Smith jointly contribute $40.00, then they shall jointly share one membership.)

B. STAFF MEMBERS

"Staff Members" shall be: (1) any non-management full-time or part-time paid employee of a Foundation radio station; or (2) any member of a Foundation radio station "Unpaid Staff Organization" or "Unpaid Staff Collective Bargaining Unit" which has been recognized by station management, or, if the station has neither such organization or bargaining unit, then any volunteer or unpaid staff member of a Foundation radio station who has worked for said radio station at least 30 hours in the preceding 3 months, exclusive of fundraising marathon telephone room volunteer time. Said volunteer work shall be performed under the supervision of the Foundation radio station management and shall not include volunteer work on committees of a Local Station Board. Radio station management employees and Foundation staff employees who are not employed at a Foundation radio station shall not qualify as Staff Members, however, such employees may qualify as Listener-Sponsor Members by contributing the requisite minimum dollar amount as set forth in Section 1(A) of this Article of these Bylaws.

SECTION 2. TERM.

A Listener-Sponsor membership term shall expire twelve (12) months from that date on which said Member: (A) contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (B) volunteered a minimum of 3 hours of service to any Foundation radio station. A Staff membership term shall expire: (A) on that date on which s/he is no longer a member of a radio station Unpaid Staff Organization or Bargaining Unit, or if the radio station has no such organization, then on that date on which s/he failed to volunteer a minimum of 30 hours in the preceding 3-month period; or (B) upon termination of employment as a non-management employee of a Foundation radio station, as applicable.

Membership terms shall be considered "rolling," and calculated forward from the last date of a Member's qualifying act. For example, if a Listener-Sponsor Member makes a $25 contribution on January 1, 2003 and does not make any additional contribution or volunteer at least 3 hours within the following 12-month period, said Member's membership would expire on December 31, 2003. If, however, in the same example, said Member contributes at least $25 on August 1, 2003, or volunteers for at least 3 hours, then his/her membership will not expire until July 31, 2004, provided no additional contribution or volunteer time is made after the August 1, 2003 contribution.

SECTION 3. MEMBERSHIP AFFILIATION BY RADIO STATION

All Members shall be members of the Foundation. For purposes of voting and exercising their rights hereunder, Members shall be affiliated with one of the Foundation's five radio stations: KPFA in Berkeley, California, KPFK in North Hollywood, California, WBAI in New York, New York, KPFT in Houston, Texas, or WPFW in Washington, D.C. Members shall be affiliated with that Foundation radio station: (A) in the case of a Listener-Sponsor Member, to which said member made a contribution or volunteered time in the preceding 12 months; or (B) in the case of a Staff Member, by which said member is employed or for which said member volunteers and/or serves as unpaid staff. Each Foundation radio station shall maintain a register of its Listener-Sponsor Members and Staff Members. In the event that a person qualifies for membership affiliation with more than one Foundation radio station, s/he shall be entitled to only one membership and shall notify the Foundation and each applicable Foundation radio station of which radio station s/he wishes to be affiliated as a Member. In the event that a Member does not notify the Foundation of which radio station s/he wishes to be affiliated, s/he shall be deemed to be affiliated with that radio station to which said Member last contributed or volunteered. In the event that a person qualifies as both a Listener-Sponsor Member and as a Staff Member, such person shall be deemed to be a Staff Member.

SECTION 4. WAIVER OF REQUIREMENTS

The Local Station Board for each Foundation radio station (also referred to herein as "LSB") may adjust or waive the contribution requirement for Listener-Sponsor Membership set forth in Section 1(A) of this Article of these Bylaws on a case by case basis for reasons of financial hardship, where said LSB, in its discretion, determines that the proposed member has demonstrated a sincere interest in becoming a Member of the Foundation and is also genuinely unable to afford the contribution amount or to volunteer the minimum 3 hours of service.

SECTION 5. RIGHTS

All Members shall have all rights granted to them by law or by these Bylaws, including without limit the right to vote, on the terms and in the manner set forth in these Bylaws, on the election and removal of Delegates; on the sale, exchange, transfer or disposition of all or substantially all of the Foundation's assets; on the sale, exchange, transfer or disposition of any of the Foundation's broadcast licenses; on any merger, its principal terms and any amendment of its principal terms; on any election to dissolve the Foundation; on any amendment to these Bylaws for which Member approval is required or permitted as set forth in Section 1(B) of Article 17 of these Bylaws; and on any amendment to the Articles of Incorporation.

SECTION 6. MEETINGS OF THE MEMBERS.

A. ANNUAL MEETING

No annual meeting of the Members shall be required.

B. SPECIAL MEETINGS

The Board of the Directors, a Local Station Board, the Foundation's Executive Director, the Chairperson of the Board, or one percent (1%) or more of the Members may call a special meeting of the Members for any lawful purpose at any time. Said request for a special meeting shall be made in writing and shall specify the general nature of the business proposed to be transacted at said meeting. Said written request must be submitted to the Chairperson of the Board, the Executive Director or the Foundation's Secretary. The officer receiving the request must promptly give notice to all Members of record entitled to vote. Said notice must state the location, date and time of the meeting, specify the general nature of the business to be transacted and provide that no other business than that set forth in said notice shall be transacted at said meeting. Said notice shall be given at least 20 days and no more than 90 days before the meeting date. The meeting date must be at least 35 days, but no more than 90 days after receipt of the written request for the special meeting. If notice of the special meeting is not provided to the Members within 20 days after the written request is received, the person(s) requesting the meeting may give notice to the Members in a manner consistent with this Section. Voting on any matter discussed at a special meeting shall be by written ballot consistent with the provisions of Section 9 of this Article of the Bylaws.

C. ACTION IN LIEU OF A MEETING

Any action that may be taken at any special meeting of Members may be taken without a meeting if the Foundation distributes, or otherwise makes available, a written ballot to every Member entitled to vote on the matter. Such written ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, provide a reasonable time within which to return the written ballot to the Foundation and otherwise conform to the requirements of Section 8 of this Article of the Bylaws. Said ballots shall also be accompanied by brief written arguments in favor of and against the proposed action, which arguments may be prepared and submitted by the Board of Directors, any LSB or by 10 or more Members, if they are provided no later than thirty (30) days prior to the date of mailing of said ballot.

SECTION 7. QUORUM

For purposes of any election or written ballot, a quorum of the Listener-Sponsor Members shall be ten percent (10%) of those Listener-Sponsor Members entitled to vote on the matter as of the applicable record date. A quorum of the Staff Members shall be one-quarter (1/4) of those Staff Members entitled to vote on the matter, as of the applicable record date. A quorum for any action requiring the approval of "the Members", as opposed to a separate vote by each class of Members, shall be 10% of all Members entitled to vote on the matter as of the applicable record date.

SECTION 8. VOTING: VOTING BY WRITTEN BALLOT

To ensure the opportunity for all Members to participate in the voting process, all voting shall be by written ballot distributed by mail, or otherwise made available, by the Foundation, or the Local Station Board with which the Members are affiliated, as appropriate, to each of the Members entitled to vote.

A. ELIGIBILITY TO VOTE

All Members in good-standing on the record date as determined under Section 10 of this Article of these Bylaws shall be entitled to vote by written ballot as to any matter that properly comes before the Members for a vote.

B. DISTRIBUTION OF BALLOTS

The Foundation shall make reasonable efforts to distribute, or otherwise make available, one written ballot to each Member entitled to vote on the matter. Where the Members are required to vote in classes, there shall be a ballot for Listener-Sponsor Members and a separate ballot for Staff Members. In the case of election of Delegates, there shall also be separate sets of ballots for the Members affiliated with each Foundation radio station. The ballots shall be mailed, or notice of the posting of the ballot on the Foundation's website shall be delivered, to Members at their postal address or electronic mailing address of record. All solicitations of votes by written ballot shall: (1) state the number of responses needed to meet the quorum requirement; (2) state, with respect to ballots other than for the election of Delegates, the percentage of approvals necessary to pass the measure or measures; (3) specify the time by which the ballot must be received in order to be counted; (4) include instructions for where to return the completed ballot; and (5) provide a reasonable time in which to return the ballot to the Foundation. With the exception of ballots related to the election of Delegates, each ballot so distributed shall also: (6) set forth the proposed action; and (7) give the Members an opportunity to specify their approval or disapproval of each proposal. Ballots relating to the election of Delegates shall also: (8) set forth the names of the candidates; and (9) give the Member an opportunity to select his/her choice(s) or rank his/her choices. The Foundation may, in its discretion, provide a secure means of voting by electronic means via the internet, provided however that Members shall still have the option of returning written ballots by mail. Any such internet voting shall have a coded system to identify Members and to prevent Members from casting more than one vote electronically or from voting by both mail and by internet.

C. NUMBER OF VOTES AND APPROVALS REQUIRED

Each Member shall be entitled to cast one vote on each matter submitted to the vote of the Members. Approval by written ballot shall be valid only when: (1) the number of votes cast by ballot within the time specified equals or exceeds the quorum required to authorize the action; and (2) the number of approvals equals or exceeds the percentage of votes required for approval of said action as set forth in these Bylaws. Unless otherwise specifically set forth in these Bylaws, when the Members vote in classes, a vote of a majority of those Listener-Sponsor Members voting in any matter and a vote of a majority of those Staff Members voting in any matter, provided that a quorum of votes for each class is obtained, shall be sufficient to approve an action or consent to any matter. Unless otherwise specifically set forth in these Bylaws, when the Members vote collectively as a group, a majority vote of the Members together, provided there is a quorum, shall be sufficient to approve an action or consent to any matter.

D. VALIDITY OF WRITTEN BALLOT

A PIN identification system shall be used, whereby each Member entitled to vote will be assigned a PIN Number that is printed on the ballot. The Foundation is entitled to reject a ballot if the ballot does not bear, or does not bear a valid, PIN Number. The Foundation and any officer or agent thereof who accepts or rejects a ballot in good faith and in accordance with the standards of this Section shall not be liable in damages to the Member for the consequences of the acceptance or rejection of his/her ballot. Action by the Foundation or its agent(s) based on the acceptance or rejection of a ballot under this Section is valid unless a court of competent jurisdiction determines otherwise.

E. ELECTION AND VOTING SUPERVISION

Consistent with the provisions of Article 4 of these Bylaws, the Members' elections of Delegates shall be supervised by a national elections supervisor and local elections supervisors and all said ballots shall be counted under their supervision at such place or places designated by the national elections supervisor. All other voting by Members shall be supervised by the Board of Directors, or the Board's designated agent, which shall also be responsible for ensuring and monitoring compliance with its voting procedures and processes and for counting ballots consistent with these Bylaws.

SECTION 9. MANNER OF NOTICE

Whenever notice to Members is required under these Bylaws, notices shall be submitted, at the Foundation's sole discretion, either personally, by first class, registered or certified mail, by electronic mail or by other means of written communication, charges, pre-paid, and shall be addressed to each Member entitled to vote at the postal address or email address of that Member as it appears on the Foundation's books or at the address given by the Member to the Foundation for purposes of notice.

If no address appears on the Foundation's books and no address has been given, then notice shall be deemed to have been given if notice is broadcast at least twenty-one (21) times on the Foundation radio station with which the Member is affiliated. Such broadcast notice shall be made at least 3 times per day on 7 consecutive days and shall state the web page address where the full notice is posted.

SECTION 10. RECORD DATE

The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or made available, to the Members, or 45 days before the taking of any other action, as applicable.

SECTION 11. PROXIES NOT PERMITTED

The voting rights of the Members shall be exercised by the Member personally and may not be exercised by alternates, by proxy or the like.

ARTICLE THREE

MEMBERS OF THE FOUNDATION

SECTION 1. MEMBERS DEFINED

There shall be two classes of members: (A) "Listener-Sponsor Members" and (B) "Staff Members", who shall collectively be referred to as "Members."

A. LISTENER-SPONSOR MEMBERS

"Listener-Sponsor Members" shall be any natural persons who within the preceding 12-month period: (1) have contributed a minimum of $25 to any Foundation radio station, or such minimum amount as the Board of Directors may from time to time decide; or (2) have volunteered a minimum of three (3) hours of service to any Foundation radio station. Said contribution shall be considered non-refundable. Said volunteer work shall be performed under the supervision of the Foundation radio station management, and shall include volunteer work on committees of the Local Station Board. Where a contribution is made jointly by two individuals and the contribution is in an amount equal to or more than the annual membership contribution required for two memberships (as set by the Board from time to time), then each of the joint donors shall be considered an individual and separate Listener-Sponsor Member. (For example, if John and Mary Smith jointly contribute $50.00 or more, then John Smith and Mary Smith will each be Members and will each have individual and separate Membership rights. However, if John and Mary Smith jointly contribute $40.00, then they shall jointly share one membership.)

B. STAFF MEMBERS

SECTION 2. TERM.

SECTION 3. MEMBERSHIP AFFILIATION BY RADIO STATION

SECTION 4. WAIVER OF REQUIREMENTS

SECTION 5. RIGHTS

SECTION 6. MEETINGS OF THE MEMBERS.

A. ANNUAL MEETING

No annual meeting of the Members shall be required.

B. SPECIAL MEETINGS

C. ACTION IN LIEU OF A MEETING

SECTION 7. QUORUM

SECTION 8. VOTING: VOTING BY WRITTEN BALLOT

A. ELIGIBILITY TO VOTE

B. DISTRIBUTION OF BALLOTS

C. NUMBER OF VOTES AND APPROVALS REQUIRED

D. VALIDITY OF WRITTEN BALLOT

E. ELECTION AND VOTING SUPERVISION

SECTION 9. MANNER OF NOTICE

SECTION 10. RECORD DATE

SECTION 11. PROXIES NOT PERMITTED

The voting rights of the Members shall be exercised by the Member personally and may not be exercised by alternates, by proxy or the like.

ARTICLE FOUR

DELEGATES

SECTION 1. DELEGATES DEFINED

The Members of each class for each Foundation radio station shall separately elect Delegates who shall serve as representatives of the Members in the election of Foundation Directors from each radio station area and who shall have such other duties and powers as are specified in these Bylaws.

SECTION 2. ELIGIBILITY; NOMINATION OF DELEGATES

A. LISTENER-SPONSOR DELEGATES

Any Listener-Sponsor Member in good standing, except radio station management personnel or Foundation management personnel or staff members, may be nominated for the position of Listener-Sponsor Delegate for the Foundation radio station with which s/he is affiliated by the signatures of fifteen (15) Listener-Sponsor Members in good standing who are also affiliated with that radio station, provided, however, that no person who holds any elected or appointed public office at any level of government - federal, state, or local - or is a candidate for such office shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

B. STAFF DELEGATES

Any Staff Member in good standing may be nominated for the office of Staff Delegate for the Foundation radio station with which s/he is affiliated by the signatures of five (5) Staff Members in good standing who are also affiliated with that radio station, provided, however, that no person who holds any elected or appointed public office at any level of government - federal, state, or local - or is a candidate for such office shall be eligible for election to the position of Delegate. A Delegate shall be deemed to have resigned the position of Delegate if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

ARTICLE FOUR

DELEGATES

SECTION 1. DELEGATES DEFINED

SECTION 2. ELIGIBILITY; NOMINATION OF DELEGATES

A. LISTENER-SPONSOR DELEGATES

B. STAFF DELEGATES

SECTION 3. NOMINATION PROCEDURES

Each Member seeking to be a nominee shall submit: (1) the required number of nominating signatures on the form provided by the local elections supervisor; (2) a statement of whether the candidate is running for election as a Listener-Sponsor Delegate or a Staff Delegate; (3) a written statement of up to 500 words in length by the candidate introducing himself/herself and his/her interest in, or qualifications for, serving as a Delegate, which statement shall be distributed, or otherwise made available, to the Members entitled to vote along with the written ballot; and (4) a statement acknowledging that s/he has read and understood the "Fair Campaign Provisions" set forth in Section 9 of this Article of the Bylaws. The names of up to five (5) of the candidate's nominators may be listed at the end of a candidate's statement. Each candidate also may, but is not required to, for informational purposes indicate his/her gender and racial or ethnic heritage.

SECTION 3. NOMINATION PROCEDURES

SECTION 4. NOMINATION AND ELECTION TIME FRAME

In a Delegate election year, the nominations for vacating seats shall open on July 25^th and remain open for sixty-two (62) days, closing on September 25^th. The national and local election supervisors shall thereafter prepare the written ballots for each radio station, listing all of the candidates and setting forth all other information required by these Bylaws. Ballots shall be mailed, or otherwise made available, to the Members on October 15^th (or the following day if October 15^th is a mail holiday). To be counted a ballot must be received on or before November 15^th (the "Election Close Date"). All ballots shall be held sealed until the Election Close Date. If the required quorum of ballots is not received by the Elections Close Date, then the Elections Close Date shall be extended by two additional weeks. The national and local elections supervisors shall have up to 15 days after the Election Close Date to count the ballots and to certify the results to the LSBs, the Board, and the Members, which results must be reported by December 1^st or, if the Election Close Date was extended, by December 15^th, and shall be posted on the Foundation's and the radio stations' websites. If no quorum of ballots is obtained by the extended date, then those Delegates whose terms would have expired upon the election of new Delegates shall remain in office.

SECTION 4. NOMINATION AND ELECTION TIME FRAME

In a Delegate election year, the nominations for vacating seats shall open on July 25^th and remain open for sixty-two (62) days, closing on September 25^th,subject to the provisions for diversity of the nominee pools set forth in Section 5 of this Article. The national and local election supervisors shall thereafter prepare the written ballots for each radio station, and setting forth all other information required by these Bylaws. Ballots shall be mailed, or otherwise made available, to the Members on October 15^th (or the following day if October 15^th is a mail holiday) unless the nominations period is extended pursuant to Section 6 of this Article. Extension of the nominations period at one radio station shall not extend the nominations periods or delay the elections at other radio stations. To be counted a ballot must be received on or before November 15^th (the "Election Close Date"). In the event that the nominations period is extended pursuant to Section 6 of this Article, then the Election Close Date shall be November 29^th or December 13^th, as applicable. All ballots shall be held sealed until the Election Close Date. If the required quorum of ballots is not received by the Elections Close Date, then the Elections Close Date shall be extended by two additional weeks. The national and local elections supervisors shall have up to 15 days after the Election Close Date to count the ballots and to certify the results to the LSBs, the Board, and the Members, which results must be posted to the Foundation's and the radio stations' websites. If no quorum of ballots is obtained by the extended Elections Close Date, then those Delegates whose terms would have expired upon the election of new Delegates shall remain in office until the next regularly scheduled Delegate election.

SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS

Prior to the opening of nominations for Delegates in any election year (prior to July 25^th), the local Committee of Inclusion ("COI") (described in Section 4 of Article 8 of these Bylaws) shall establish diversity goals for the Delegate candidate pools for that station for both Listener Sponsor Delegates and Staff Delegates. The minimum diversity goals for candidate pools shall be at least 50% women and 50% people of color and may include other disenfranchised or under represented groups as well. For purposes of these Bylaws, "people of color" is defined persons who identify themselves as being of non-European ancestry, e.g., African, Latino/Latina, Asian, Indigenous, Middle Eastern, Pacific Islander, or Caribbean ancestry.

At the close of the nomination period on September 25th, the local COI shall within three days evaluate the pool of candidates to determine whether the diversity goals have been met. If the local COI determines that the diversity goals for the candidate pool(s) have not been met, the nomination period may be extended for two weeks - until October 9th - in the discretion of the local COI; and if the diversity goals have still not been met the nomination period may be extended for a second two weeks - until October 23rd - in the discretion of the local COI; provided, however, that the local COI must notify the local Elections Supervisor of any extension not later than three days after the close of nominations or any extension thereof and if the local Elections Supervisor is not timely notified there shall be no extension (i.e., not later than September 28^th for a first extension, and not later than October 12^th for a second extension, if any). The latest date for close of nominations -- after two extensions -- shall be October 23rd. During any extension of the nominations period, the local COI and other appropriate local committees will be expected to conduct additional outreach efforts to under represented groups to enhance the diversity of the pool of candidates. If after two consecutive extensions, the diversity goals have not been met, the election of Delegates shall go forward regardless of the composition of the candidate pools

SECTION 5. ELECTION OF DELEGATES

All elections for Delegates shall be by written ballot, provided, however, that the elections supervisor shall also have the option of providing a secure electronic means of voting via the internet. Members shall only have the right to vote for Delegates for the Foundation radio station with which the Member is affiliated. Members shall vote in classes: Listener-Sponsor Members shall elect 18 Delegates for each radio station and Staff Members shall elect 6 Delegates for each radio station, for a total of twenty-four (24) Delegates for each Foundation radio station. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the second year and no elections in the third year. The ballots shall be counted by the Single Transferable Voting method. All ballots related to the election, and the removal, of any and all Delegates shall be filed with the Foundation Secretary and maintained with the corporate records for a period of three (3) years.

SECTION 6. ELECTION OF DELEGATES

All elections for Delegates shall be by written ballot, provided, however, that the elections supervisor shall also have the option of providing a secure electronic means of voting via the internet. Members shall only have the right to vote for Delegates for the Foundation radio station with which the Member is affiliated. Members shall vote in classes: Listener-Sponsor Members shall elect 18 Delegates for each radio station and Staff Members shall elect 6 Delegates for each radio station, for a total of twenty-four (24) Delegates for each Foundation radio station. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the second year, and no elections in the third year. The ballots shall be counted by the Single Transferable Voting Method. All ballots related to the election, and the removal, of any and all Delegates shall be filed with the Foundation Secretary and maintained with the corporate records for a period of three (3) years.

SECTION 7. SELECTION OF ADDITIONAL DELEGATES FOR DIVERSITY

If, after the election of Delegates in any given election year, evaluation of all the elected Delegates (including the Delegates elected in the previous election and including both Delegates elected by the Listener-Sponsor Members and Staff Members) shows that there are not at least 50% women and 50% persons of color currently serving as elected Delegates for that radio station (women of color count in both categories), then up to five additional women and/or people of color, as required, shall be selected to serve as Delegates until the next election of Delegates is held in order to achieve such minimum diversity. Delegates shall be selected in the order of their ranking as candidates in the just completed election, with the highest ranked woman and/or person of color, as required, selected first and successively in order. There shall be no distinctions among races and/or ethnicities in determining who the next highest ranked person of color to be selected shall be (except, of course, that persons of European heritage shall not be selected as "persons of color", but may be selected as women, where required). Only such number of Delegates shall be selected as are minimally required to reach the desired 50% women and 50% people of color serving as Delegates (e.g., if both a woman and a person of color are needed, then the highest ranked woman of color candidate, if any, shall be selected). In order to roughly maintain the ¼ ratio of Staff Delegates to Listener-Sponsor Delegates, the first two Delegates selected, if any, shall be drawn from the Listener-Sponsor candidates, the third Delegate selected, if any, shall be drawn from the Staff candidates, and the fourth and fifth Delegates selected, if any, shall drawn be from the Listener-Sponsor candidates. In the event that there are no candidates remaining in the appropriate pool who meet the 50% diversity goals, then no further appointments shall be made.

SECTION 6. ELECTIONS SUPERVISORS

A. NATIONAL ELECTIONS SUPERVISOR

In May of each year in which there will be an election of Delegates by the Members, the Executive Director shall appoint a national elections supervisor whose role shall be to oversee and certify the fairness of the Delegates elections in each station area and to confirm said elections' compliance with these Bylaws. The national elections supervisor shall also oversee the nominations process, the preparation of the ballots and the counting of the ballots and shall prepare a written statement reporting the results of every election for distribution to the Members or posting on the Foundation's and radio station's websites. To be eligible for appointment to the position of the national elections supervisor, said person shall not be an employee of the Foundation or any Foundation radio station or a Delegate, Officer, or Director of the Foundation or any LSB, or a radio station staff member, paid or unpaid. The national elections supervisor should be experienced with election procedures and supervision and preferably recommended by an organization experienced in elections procedures and supervision. The national elections supervisor does not have to be a Member of the Foundation. Upon the completion of, and certification of the results for, all of the elections, the national elections supervisor's term shall end.

B. LOCAL ELECTION SUPERVISORS

In preparation for an election of Delegates, the National Elections Supervisor shall appoint, subject to approval of the Executive Director, a local election supervisor for each Foundation radio station area. A local elections supervisor may not be an employee of the Foundation or any Foundation radio station or a Delegate, Officer, or Director of the Foundation or any LSB, or a radio station staff member, paid or unpaid. The local elections supervisors preferably should be experienced with election procedures and supervision. Under the direction and supervision of the National Elections Supervisor, each local election supervisor shall coordinate the elections of the Delegates for the radio station area to which s/he is assigned to ensure a fair election in compliance with the terms of these Bylaws. His/her duties shall include preparing a nomination petition form for use by all potential nominees, reviewing each potential candidate's nomination papers for eligibility and completeness, overseeing the preparation and distribution of the election ballot, closing the election, and counting and assisting with ballot counting, as requested. To assist him/her in the conduct and oversight of the election, each local elections supervisor may appoint a committee of volunteer Members, all of which volunteer Members the local elections supervisor must, in good faith and in his/her sole discretion, believe to be neutral individuals. Said committee shall consist of that number of volunteer Members the local elections supervisor deems necessary. The local elections supervisors do not have to be Members of the Foundation. Upon the completion of, and certification of the results for, the elections s/he supervised, each local elections supervisor's term shall end.

SECTION 8. ELECTIONS SUPERVISORS

A. NATIONAL ELECTIONS SUPERVISOR

B. LOCAL ELECTION SUPERVISORS

SECTION 7. FAIR CAMPAIGN PROVISIONS

No Foundation or radio station management or staff (paid or unpaid) may use or permit the use of radio station air time to endorse, campaign or recommend in favor of or against any candidate(s) for election as a Listener-Sponsor Delegate, nor may air time be made available to some Listener-Sponsor Delegate candidate(s) but not to others. All candidates for election as a Listener-Sponsor Delegate shall be given equal opportunity for equal air time, which air time shall include time for a statement by the candidate and a question and answer period with call-in listeners. No Foundation or radio station management or staff (paid or unpaid) may give any on-air endorsements to any candidate(s) for Listener-Sponsor Delegate. The Board of Directors may not, nor may any LSB nor any committee of the Board or of an LSB, as a body, endorse any candidate(s) for election as a Delegate. However, an individual Director or Delegate may endorse or nominate candidate(s) in his/her individual capacity. In the event of any violation of these provisions for fair campaigning, the local Elections Supervisor and the National Elections Supervisor shall determine, in good faith and at their sole discretion, an appropriate remedy, up to and including disqualification of the candidate(s) and/or suspension from the air of the offending staff person(s) (paid or unpaid) for the remainder of the elections period. All candidates and staff members (paid and unpaid) shall sign a statement certifying that they have read and understood these fair campaign provisions.

SECTION 9. FAIR CAMPAIGN PROVISIONS

No Foundation or radio station management or staff (paid or unpaid) may use or permit the use of radio station air time to endorse, campaign or recommend in favor of or against any candidate(s) for election as a Listener-Sponsor Delegate, nor may air time be made available to some Listener-Sponsor Delegate candidate(s) but not to others. All candidates for election as a Listener-Sponsor Delegate shall be given equal opportunity for equal air time, which air time shall include time for a statement by the candidate and a question and answer period with call-in listeners. No Foundation or radio station management or staff (paid or unpaid) may give any on-air endorsements to any candidate(s) for Listener-Sponsor Delegate. The Board of Directors may not, nor may any LSB, nor any committee of the Board or of an LSB, as a body, endorse any candidate(s) for election as a Delegate. However, an individual Director or Delegate may endorse or nominate candidate(s) in his/her individual capacity. In the event of any violation of these provisions for fair campaigning, the local Elections Supervisor and the National Elections Supervisor shall determine, in good faith and at their sole discretion, an appropriate remedy, up to and including disqualification of the candidate(s) and/or suspension from the air of the offending staff person(s) (paid or unpaid) for the remainder of the elections period. All candidates and staff members (paid and unpaid) shall sign a statement certifying that they have read and understood these fair campaign provisions.

SECTION 8. TRANSITION ELECTION

Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by resolution, shall establish a nomination and election time frame for said elections, which time frame may be shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws.

For this transition election only, the 3 Staff Delegates and 9 Listener-Sponsor Delegates for each radio station highest ranked in this first election shall serve for a term expiring December 2005, and the next highest ranked 3 Staff Delegates and 9 Listener-Sponsor Delegates shall serve for a term expiring in December 2004. Beginning with the 2004 election of Delegates, Delegate elections shall thereafter proceed in accordance with the remainder of the provisions of this Article of these Bylaws.

SECTION 10. TRANSITION ELECTION OF DELEGATES

For purposes of this transition election, only, local Committees of Inclusion shall be established consisting of one Director, three of the current Local Advisory Board Members from each radio station who shall, by Single Transferable Voting method, choose a minimum of three and a maximum of eleven additional Local COI members. These local Committees of Inclusion shall have three weeks after the opening of nominations to set diversity goals for the candidate pools for Delegate elections for their respective station areas. To avoid actual or potential conflicts of interest, no member of a local Committee of Inclusion may run for election as a Delegate (except that if all the current interim Directors from a station area intend to run for election, then one of them who shall be chosen by lot shall serve on the local Committee of Inclusion for his/her station area, and if there are not three LAB members who do not intend to run for election, then three LAB members shall be chosen by lot to serve on the local Committee of Inclusion).

SECTION 9. DELEGATES' TERMS OF OFFICE; TERM LIMITS

A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms, and in no event more than six (6) consecutive years. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term.

SECTION 11. DELEGATES' TERMS OF OFFICE; TERM LIMITS

A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term. Notwithstanding the foregoing, if a Delegate is selected for diversity reasons, his/her term shall expire upon the completion of the next election of Delegates (in one or two years, as applicable), and any Delegate who is selected for a term for diversity purposes may subsequently be elected for two consecutive 3-year terms; provided, however, that in no event shall a Delegate serve longer than eight consecutive years.

SECTION 10. REMOVAL OF DELEGATES

Any Delegate shall be removed from the position of Delegate, and cease to be a Delegate, upon the occurrence of any of the following: (A) said Delegate's death or resignation; (B) upon the occurrence of a disqualifying act, e.g. the appointment to an elected political office; (C) failure of a Delegate to attend three consecutive Local Station Board meetings, which absences have not been excused by a majority vote of the LSB members present at the meetings in question; (D) upon the fair and reasonable determination, by a ¾ vote of all the Directors of the Foundation, or a 2/3 vote of all the Delegates for the same radio station as the Delegate in question, at a meeting on said issue, after a review of the facts, that, in its sole discretion, said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the radio station; or (E) upon the majority vote of the class of Members associated with the radio station who originally elected the Delegate voting by written ballot in an election to remove said Delegate, provided that a quorum is established by written ballot, and further provided that before any such election may be held the Secretary of the appropriate Local Station Board shall first have received a petition signed by at least two percent (2%) of the appropriate class of Members affiliated with that radio station seeking said Delegate's removal due to conduct by the Delegate that is specifically alleged in the petition to be adverse to the best interest of the Foundation or the local radio station. In the event of a removal proceeding pursuant to this Section 10(D) or 10(E), the Delegate must be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard at the meeting or in writing if a written ballot is submitted to the Members. Any Delegate who is removed who was simultaneously serving as a Foundation Director or an officer of the Foundation or an LSB shall also be deemed removed from any and all of these positions and from any positions on a committee that s/he held by reason of his/her role as a Delegate or Director. Notice of a meeting to remove a Delegate must be given in writing at least thirty (30) days in advance. A Delegate removed pursuant to this Section 10(D) or 10(E) shall not be eligible for reelection as a Delegate for a period of three (3) years.

SECTION 12. REMOVAL OF DELEGATES

Any Delegate shall be removed from the position of Delegate, and cease to be a Delegate, upon the occurrence of any of the following: (A) said Delegate's death or resignation; (B) upon the occurrence of a disqualifying act, e.g. the appointment to an elected political office; (C) failure of a Delegate to attend three consecutive Local Station Board meetings, which absences have not been excused by a majority vote of the LSB members present at the meetings in question; (D) upon the fair and reasonable determination, by a ¾ vote of all the Directors of the Foundation, or a 2/3 vote of all the Delegates for the same radio station as the Delegate in question, at a meeting on said issue, after a review of the facts, that, in its sole discretion, said Delegate has exhibited conduct that is adverse to the best interests of the Foundation or the radio station; or (E) upon the majority vote of the class of Members associated with the radio station who originally elected the Delegate voting by written ballot in an election to remove said Delegate, provided that a quorum is established by written ballot, and further provided that before any such election may be held the Secretary of the appropriate Local Station Board shall first have received a petition signed by at least two percent (2%) of the appropriate class of Members affiliated with that radio station seeking said Delegate's removal due to conduct by the Delegate that is specifically alleged in the petition to be adverse to the best interest of the Foundation or the local radio station. In the event of a removal proceeding pursuant to this Section 12(D) or 12(E), the Delegate must be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard at the meeting or in writing if a written ballot is submitted to the Members. Any Delegate who is removed who was simultaneously serving as a Foundation Director or an officer of the Foundation or an LSB shall also be deemed removed from any and all of these positions and from any positions on a committee that s/he held by reason of his/her role as a Delegate or Director. Notice of a meeting to remove a Delegate must be given in writing at least thirty (30) days in advance. A Delegate removed pursuant to this Section 12(D) or 12(E) shall not be eligible for reelection as a Delegate for a period of three (3) years.

SECTION 11. FILLING OF VACANCIES

If a Delegate position becomes vacant mid-term, that Delegate shall be replaced for the remainder of his/her term by the highest ranked candidate from the last election of Delegates for that Class of Members for that station who was not elected and who is available and continues to meet the Delegate eligibility requirements as set forth in Section 2(A) or 2(B) of this Article of these Bylaws. In the event that no eligible and available candidate from the last election is found, then the Delegates for that radio station shall appoint a Member of the appropriate class to serve as Delegate and fill the seat for the remainder of the term.

SECTION 12. COMPENSATION

Delegates 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 13. FILLING OF VACANCIES

SECTION 14. COMPENSATION

Delegates shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.

ARTICLE FIVE

BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 1. BOARD OF DIRECTORS - ELIGIBILITY, NUMBER, POWERS AND DUTIES

A. DIRECTORS DEFINED

Directors are those natural persons who have been elected to and are serving on the Foundation's Board of Directors ("Board").

B. ELIGIBILITY

Any Delegate who is currently serving as a Delegate and has served at least one (1) year as a Delegate is eligible for election to the office of Director by the Delegates for his/her radio station area subject to Section 3 of this Article of the Bylaws. Any natural person who is not currently serving as a Delegate for any radio station area is eligible for nomination and election as an "affiliate" director or an "at large" director, subject to Section 4 or 5 of this Article of the Bylaws. Notwithstanding the foregoing, no person who holds any elected or appointed public office at any level of government -- federal, state, or local -- or is a candidate for such office, shall be eligible for election to the position of Director. A Director shall be deemed to have resigned the position of Director if s/he becomes a candidate for public office or accepts a political appointment during his or her term as a Director. This restriction shall not apply to civil service employment by governmental agencies.

C. NUMBER

There shall be a minimum of twenty-two (22) and a maximum for twenty-three (23) Directors of the Foundation. The Board of Directors shall fix by resolution, from time to time, the exact number of Directors within the minimum and maximum numbers permitted herein. The Board shall have equal representation from each of the Foundation's five radio stations. The Delegates from the five Foundation radio stations shall each elect four (4) Directors - three (3) of whom shall be Listener-Sponsor Delegates and one (1) of whom shall be a Staff Delegate -- for a total of twenty (20) "Station Representative" Directors, as set forth in Section 3 of this Article of the Bylaws. In addition, the Board shall elect two (2) "Affiliate Representative" Directors from nominees submitted as set forth in Section 4 of this Article of the Bylaws. If the Board, by resolution, fixes the number of Directors at 23, then one additional Director shall be nominated and elected as an "At-large" Director as set forth in Section 5 of this Article of the Bylaws.

D. GENERAL POWER AND AUTHORITY

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members or Delegates of the Foundation, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

E. SPECIFIC POWERS AND DUTIES

Without prejudice to the general power of the Board set forth above in Section 1D of this Article of these Bylaws, and subject to any limitations set forth in these Bylaws, the ongoing duties and powers of the Board shall include, but not be limited to:

1. Ensuring and facilitating fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation;

2. Ensuring compliance with applicable state and federal laws;

3. Ensuring the financial health of the Foundation by adopting and monitoring an annual budget and overseeing an independent annual audit of the Foundation's books and accounts;

4. Ensuring regular communication with the Members;

5. Appointing, supervising and discharging the Foundation's Executive Director, Chief Financial Officer and all Foundation officers, prescribing powers and duties for them as are consistent with the law and these Bylaws, and setting salaries and wages;

6. Overseeing the conduct, management and control of the Foundation's affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws;

7. Meeting at such regular times and places as required by these Bylaws and meeting at such other times as may be necessary in order to carry out the duties of the Board;

8. Registering their addresses, telephone numbers, facsimile telephone numbers and email addresses with the Foundation's Secretary. Notices of meetings mailed, transmitted by telecopier or facsimile, or emailed to them at such addresses shall be deemed valid notices thereof.

ARTICLE FIVE

BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 1. BOARD OF DIRECTORS - ELIGIBILITY, NUMBER, POWERS AND DUTIES

A. DIRECTORS DEFINED

Directors are those natural persons who have been elected to and are serving on the Foundation's Board of Directors ("Board").

B. ELIGIBILITY

C. NUMBER

There shall be a minimum of twenty-two (22) and a maximum of twenty-eight (28) Directors. The Board shall fix by resolution, from time to time, the exact number of Directors within the minimum and maximum numbers permitted herein. The Board shall have equal representation from each of the Foundation's five radio stations, There shall be four (4) "Station Representative Directors" from each radio station, unless the Board, by resolution, sets the number at five (5) per radio station pursuant to the terms of Section 3(D) of this Article of the Bylaws. There shall be two "Affiliate Representative Directors". In addition, the Board may provide by resolution for one "At-Large" Director.

D. GENERAL POWER AND AUTHORITY

E. SPECIFIC POWERS AND DUTIES

1. Ensuring and facilitating fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation;

2. Ensuring compliance with applicable state and federal laws;

3. Ensuring the financial health of the Foundation by adopting and monitoring an annual budget and overseeing an independent annual audit of the Foundation's books and accounts;

4. Ensuring regular communication with the Members;

7. Meeting at such regular times and places as required by these Bylaws and meeting at such other times as may be necessary in order to carry out the duties of the Board;

SECTION 2. TERM

The term of a Director shall be one (1) year. A Director may serve no more than five consecutive one-year terms. A Director shall not be eligible for further service as a Director until one year has elapsed after the termination of a Director's fifth consecutive one-year term.

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS

A. NOMINATION

Any current Delegate of any class of Members may nominate any other current Delegate of any class of Members serving the same radio station for the office of Director, provided that the nominee has served at least one year as a Delegate for that radio station. Said nominations shall be given in writing to the Recording Secretary for the radio station Local Station Board ("LSB") by December 31 prior to the election of Directors in January.

B. ELECTION

The Delegates for each radio station shall meet annually in late December or early January to elect four Directors to represent that radio station on the Board. The Delegates of both classes of Members, voting together, shall elect three Listener-Sponsor Directors using the Single Transferable Voting method, and shall elect one Staff Director using the Instant Runoff Voting method, to represent that radio station on the Board. The Staff Director must be a Staff Delegate. The Listener-Sponsor Directors must be Listener-Sponsor Delegates.

C. SEATING OF STATION REPRESENTATIVE DIRECTORS

Seating newly elected Station Representative Directors shall be the first order of business at the Meeting of the Board of Directors held in January each year.

SECTION 2. TERM

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS

A. NOMINATION

B. ELECTION

C. SEATING OF STATION REPRESENTATIVE DIRECTORS

Seating newly elected Station Representative Directors shall be the first order of business at the Meeting of the Board of Directors held in January each year.

D. DIVERSITY; ADDITIONAL STATION REPRESENTATIVE DIRECTORS

In the event that the twenty Station Representative Directors, taken as a whole, are not at least 50% women and 50% persons of color (women of color count in both categories), the Board Secretary shall notify the Chairs of the five Local Station Boards to immediately convene their respective radio station Delegates - prior to the January Board meeting - to nominate and elect by the Instant Runoff Voting method a fifth director from among each radio station's Delegates, bearing in mind the Board's 50% diversity goals. Any such additional Station Representative directors may be either Listener-Sponsor Delegates or Staff Delegates. The second order of business at the Board of Directors' meeting in January shall be to adopt a resolution adding five (5) Directors to the Board for a period of one year and then to seat those additional five Station Representative Directors for terms that shall expire the following January.

SECTION 4. NOMINATION AND ELECTION OF AFFILIATE REPRESENTATIVE DIRECTORS

A. NOMINATION

Any Foundation "affiliate station" (as defined below) or any association of affiliate stations may nominate one or more candidates for the two Affiliate Director positions on the Board. Nominations shall close on February 15th each year and shall be submitted in writing to the Foundation Secretary. Every affiliate station or association of affiliate stations submitting nominee(s) shall include with said nomination(s) a written explanation of its procedure for selecting the nominee(s). Said statement shall be certified by the station general manager or the governing board secretary of each affiliate station nominating said candidate(s) or by the secretary of the association of affiliate stations, as appropriate. In addition, each nominee shall submit his/her resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Foundation Directors all materials submitted supporting each nominee not later than March 1^st.

For purposes of this Section, an "affiliate station" shall be defined as any non-profit non-commercial broadcaster that broadcasts programming provided or distributed by the Foundation pursuant to a written agreement with the Foundation, including, for example, community radio stations, internet broadcasters or digital broadcasters, as such technology may be developed. An affiliate station shall not be a radio station whose broadcast license is held by the Foundation. For purposes of this Section, an "association of affiliate stations" shall be defined as any group of affiliate stations that have joined together to form an association, provided that said association has adopted bylaws and its membership is limited solely to affiliate stations.

B. ELECTION

As the first order of business at the Board meeting in March each year, the Directors present and voting (excluding any then current Affiliate or At-Large Directors from the vote) shall elect two (2) Affiliate Representative Directors from the nominees submitted by affiliate stations and/or affiliate station associations, using the Single Transferable Voting method. Affiliate Directors shall serve for a one-year term which shall commence immediately upon their election.

SECTION 4. NOMINATION AND ELECTION OF AFFILIATE REPRESENTATIVE DIRECTORS

A. NOMINATION

B. ELECTION

SECTION 5. NOMINATION AND ELECTION OF AT-LARGE DIRECTOR

A. NOMINATION

In the event that the Board resolves that there shall be twenty three (23) Foundation Directors (the maximum number of Directors permitted under these bylaws) then there shall be one "At-Large" Director elected each year. Candidates for election as an "At-Large" Director shall be nominated by majority vote of the Delegates from a minimum of three radio stations, with the Delegates from each station voting separately by station area. Nominations shall close on February 15th each year and shall be submitted in writing by that date to the Foundation Secretary together the nominee's resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Directors all materials submitted supporting each nominee not later than March 1^st.

B. ELECTION

As the second order of business at the Board meeting in March each year in which an At-large director is to be elected, the Directors present and voting (excluding any then current Affiliate Representative or At-Large Directors from the vote) shall elect one (1) At-Large Director from the nominees submitted by the Delegates, using the Instant Runoff Voting method. The At-Large Director shall serve for a one year term which shall commence immediately upon his/her election.

SECTION 5. NOMINATION AND ELECTION OF AT-LARGE DIRECTOR

A. NOMINATION

In the event that the Board resolves that there shall be an At-Large Director, then candidates for election as an "At-Large" Director shall be nominated by majority vote of the Delegates from a minimum of three radio stations, with the Delegates from each station voting separately. Nominations shall close on February 15th each year and shall be submitted in writing by that date to the Foundation Secretary together the nominee's resume and a statement of his/her interest in serving as a Director of the Foundation. The Foundation Secretary shall forward to all Directors all materials submitted supporting each nominee not later than March 1^st.

B. ELECTION

SECTION 6. TRANSITION ELECTION

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 8 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect four (4) Directors - three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election only, and contrary to the provisions of Section 3(A) of this Article, one year's 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 addition, nominations for the two (2) Affiliate Directors shall be opened.

SECTION 6. TRANSITION ELECTION

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 four (4) Directors - three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election and contrary to the provisions of Section 3(A) of this Article, one year's previous service as a Delegate LSB 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 twenty (20) Directors, taken as a whole, are not at least 50% women and 50% people of color, 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-five (25) 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.

SECTION 7. REMOVAL OF DIRECTORS

Consistent with applicable law, any Director shall be removed from the position of Director, and cease to be a Director upon the occurrence of any of the following: (A) said Director's death or resignation; (B) upon the occurrence of a disqualifying act, e.g. candidacy, election or appointment to a political office; (C) failure of a Director to attend three consecutive Board meetings, which absences have not been excused by a majority vote of the Directors present and voting at the meetings in question; (D) upon the fair and reasonable determination by a 2/3 vote of all the Directors on the Board (excluding the Director in question) after a review of the facts that said Director has exhibited conduct that is adverse to the best interests of the Foundation; (E) upon the 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) of the radio station that elected said Director (excluding the vote of the Director in question) that said Director has exhibited conduct that is adverse to the best interests of the Foundation; or, in the case of an "Affiliate Representative" or "At-Large" Director, upon the vote of the Delegates from a minimum of three radio stations, voting separately, that said Director has exhibited conduct that is adverse to the best interests of the Foundation, provided that a 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) for each radio station shall be required to remove an "Affiliate Representative" or "At-Large" Director; or (F) upon the expiration or termination for any reason of said Director's term as a Delegate for his/her radio station s/he represents or upon the removal of the Director as a Delegate by the Members pursuant to Section 10 of Article 4 of these Bylaws. In the event of a removal proceeding pursuant to this Section 7(D) or 7(E), the Director shall be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard. Removal of a Director hereunder shall also constitute removal of said Director from any position as a Foundation Officer and from any positions on a committee that s/he held by nature of his/her role as a Director. Notice of a meeting to remove a Director must be given at least 30 days in advance of said meeting.

SECTION 7. REMOVAL OF DIRECTORS

Consistent with applicable law, any Director shall be removed from the position of Director, and cease to be a Director upon the occurrence of any of the following: (A) said Director's death or resignation; (B) upon the occurrence of a disqualifying act, e.g. candidacy, election or appointment to a political office; (C) failure of a Director to attend three consecutive Board meetings, which absences have not been excused by a majority vote of the Directors present and voting at the meetings in question; (D) upon the fair and reasonable determination by a 2/3 vote of all the Directors on the Board (excluding the Director in question) after a review of the facts that said Director has exhibited conduct that is adverse to the best interests of the Foundation; (E) upon the 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) of the radio station that elected said Director (excluding the vote of the Director in question) that said Director has exhibited conduct that is adverse to the best interests of the Foundation; or, in the case of an "Affiliate Representative" or "At-Large" Director, upon the vote of the Delegates from a minimum of three radio stations, voting separately, that said Director has exhibited conduct that is adverse to the best interests of the Foundation, provided that a 2/3 vote of the Delegates present and voting (but not less than a majority of all the Delegates) for each radio station shall be required to remove an "Affiliate Representative" or "At-Large" Director; or (F) upon the expiration or termination for any reason of said Director's term as a Delegate for his/her radio station s/he represents or upon the removal of the Director as a Delegate by the Members pursuant to Section 12 of Article 4 of these Bylaws. In the event of a removal proceeding pursuant to this Section 7(D) or 7(E), the Director shall be afforded reasonable and appropriate due process according to the circumstances, including notice and an opportunity to be heard. Removal of a Director hereunder shall also constitute removal of said Director from any position as a Foundation Officer and from any positions on a committee that s/he held by nature of his/her role as a Director. Notice of a meeting to remove a Director must be given at least 30 days in advance of said meeting.

SECTION 8. FILLING VACANCIES ON THE BOARD

If a Director's seat previously held by a "Station Representative" Director becomes vacant for any reason, that seat shall be immediately filled for the remainder of the term by a Director elected by the Delegates from that radio station, provided, however, that if the previous Director was a Staff Director, the Delegates shall election a Staff Director and if the previous Director was a Listener-Sponsor Director, then a Listener-Sponsor Director shall be elected. If a Director's seat previously held by an "Affiliate Representative" or "At-Large" Director becomes vacant for any reason, that seat shall be filled for the remainder of that term by the majority vote of the Board from the most recent list of nominees it had received for "Affiliate Representative" or "At-Large" Directors, as applicable, or if none, then nominations shall be declared open and the seat shall be filled the following March for a new one-year term.

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. For purposes of this Section, "interested person" means either: (1) Any person who currently is being or has been compensated by the Foundation for services rendered within the previous 12 months, whether as a full-time or part-time officer, employee, independent contractor, or otherwise, or (2) any brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 8. FILLING VACANCIES ON THE BOARD

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

ARTICLE SIX

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. TIME AND PLACE OF MEETINGS

The "Annual Meeting" of the Board of Directors shall take place in late January each year, or at such other times and places as agreed by a majority vote of the Board of Directors. The Board shall also regularly meet in March, June and September of each year. The four regular Board meetings shall rotate through the five Foundation radio station areas so that meetings do not take place twice in the radio same station area until a meeting has been held in all other station areas.

SECTION 2. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, any two Officers of the Foundation, or by any three Directors.

SECTION 3. TELEPHONIC MEETINGS

The Board may hold special meetings, but not regular meetings, by telephone conference, video screen communication or other communications equipment, provided, however, that telephone appearance at meetings scheduled as "in-person" meetings is not permitted. Participation in a telephonic meeting under this Section shall constitute presence at the meeting if all of the following apply:

A. Each Director participating in the meeting can communicate concurrently with all other Directors.

B. Each Director is provided the means of participating in all matters for the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Foundation.

C. The Board has a means of verifying that the person participating at the meeting is a Director and that all votes cast during said meeting are cast only by Directors.

SECTION 4. NOTICE

Notice of every regular meeting of the Board of Directors, stating the time and place of said meeting, and the purposes thereof, shall be sent to each Director by first class mail, facsimile or email, according to the preference each Director specifies in writing to the Foundation's Secretary, at least thirty (30) days before any such meeting. Special meetings shall require only seven (7) days advance notice, but shall also require telephonic notice by leaving a message at the telephone number given to the Foundation's Secretary for such notice by each Director, and shall specify the purpose of the meeting. No additional business not stated in the notice shall be conducted at a special meeting. Notice of all meetings shall be placed on the Foundation's website and announced a minimum of 3 times daily on air for five consecutive days on all Foundation radio stations, beginning, whenever reasonably possible, no later than ten days before the date of said meeting.

Notice of a meeting hereunder will be deemed waived by a Director who affirmatively agrees to attend a meeting or to waive this advance notice requirement, signs a waiver of notice or a written consent to hold the meeting, or who attends the meeting without protesting prior to the meeting or upon commencement of the meeting to the lack of notice to that Director.

SECTION 5. QUORUM AND APPROVAL

A quorum at any meeting of the Board of Directors shall consist of a majority of the then serving Directors. If after a quorum has been established at a meeting of the Directors some Directors leave the meeting and there is no longer a quorum present, those Directors remaining may continue to take action so long as a resolution receives at least that number of affirmative votes as would constitute a majority of a quorum. (E.g., if the quorum is 12 Directors, and a majority of a quorum is 7 Directors, then so long as 7 Directors remain present and vote in the affirmative the resolution shall be adopted.) Except as otherwise expressly provided herein, the approval of a majority of the Board present and voting shall be required for any action of the Board.

SECTION 6. 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.

SECTION 7. OPEN MEETINGS

All meetings of the Board of Directors and its committees shall be open to the Members and to the public, with the exception of those meetings dedicated to or predominantly regarding personnel, proprietary information, litigation and other matters requiring confidential advice of counsel involving commercial or financial information obtained on a privileged or confidential basis, or relating to a purchase of property or the use or engagement of services whenever the premature exposure of said purchase or sale, in the Board's sole opinion may compromise the legitimate business interest of the Foundation. In the event that all or a portion of a meeting is closed, the Board shall indicate in its notice of said meeting that the meeting or a part of it shall be closed. In addition, within a reasonable period after the closed meeting, the Foundation's Secretary shall post on the Foundation's website a general statement of the basis on which all or part of said meeting was closed.

No person shall be required, as a condition for attendance at any public meeting or to publicly comment, to register his/her name or to provide any other information. With the exception of telephone meetings, all public meetings of the Board and its committees shall include public comment periods. Public comment periods at Board meetings shall be not less than one hour, and at committee meetings, not less than one-half hour.

The Board shall make reasonable efforts to broadcast or webcast all its public meetings, and committee meetings, whether such meetings are in-person or telephonic.

SECTION 8. ACTION BY UNANIMOUS WRITTEN CONSENT

Any action that the Board is required or permitted to take may be taken without a meeting if all Directors consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the Foundation is a party and who is an "interested director" as defined in California Corporations Code Section 5233 (as it may be amended from time to time) shall not be required for approval of said transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with minutes of the proceedings of the Board.

SECTION 9. ACCESSIBILITY

All public Board meetings shall be held in spaces fully accessible as defined in the Americans with Disabilities Act and any other applicable state and federal laws. Properly closed sessions may be held otherwise unless this would preclude access for any individual entitled to attend.

ARTICLE SIX

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. TIME AND PLACE OF MEETINGS

SECTION 2. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, any two Officers of the Foundation, or by any three Directors.

SECTION 3. TELEPHONIC MEETINGS

A. Each Director participating in the meeting can communicate concurrently with all other Directors.

C. The Board has a means of verifying that the person participating at the meeting is a Director and that all votes cast during said meeting are cast only by Directors.

SECTION 4. NOTICE

SECTION 5. QUORUM AND APPROVAL

SECTION 6. 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.

SECTION 7. OPEN MEETINGS

The Board shall make reasonable efforts to broadcast or webcast all its public meetings, and committee meetings, whether such meetings are in-person or telephonic.

SECTION 8. ACTION BY UNANIMOUS WRITTEN CONSENT

SECTION 9. ACCESSIBILITY

All public Board meetings shall be held in spaces fully accessible as defin