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Below the second lawyer's draft (Feb. 11, 2003), as well as some areas that our lawyers have called attention to for special review.

FIRST AMENDED AND RESTATED BYLAWS OF
PACIFICA FOUNDATION
A California Non-Profit Public Benefit Corporation

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:

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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. EQUAL OPPORTUNITY REPRESENTATION.
STATEMENT TO BE PROVIDED BY THE BOARD.

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 places 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 not include volunteer work on committees of a Local Station Board.

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 volunteer or non-paid staff member of a Foundation radio station who has worked for said radio station at least 30 hours in the preceding 3 months. 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: (C) on that date on which s/he failed to volunteer a minimum of 30 hours in the preceding 3-month period; or (D) 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 nor 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
All Members shall be considered members of the Foundation. For purposes of voting and exercising their rights hereunder, Members shall be considered affiliated with one of the Foundation’s radio stations. Members shall be considered 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 has volunteered. 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 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 Board of Delegates of each Foundation radio station (also referred to herein as “Local Station Board of Delegates,” “Local Station Board” and/or “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 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, including, but not limited to, any of its 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 as set forth in Section 1(B) of Article 15 of these Bylaws; and on any amendment to the Articles.

SECTION 6. MEETINGS OF THE MEMBERS.

A. ANNUAL MEETING
No annual meeting of the Members shall be required.

B. SPECIAL MEETING
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 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. 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. Voting on any matter discussed at a special meeting shall be by written mail ballot consistent with the provisions of Section 8 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 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, and a quorum of the Staff Members shall be one-third (1/3) of those Staff Members entitled to vote, as of the applicable record date. A quorum for any action requiring the approval or disapproval of the “Members”, as opposed to a separate vote of each class of Members, shall be 10% of all Members entitled to vote.

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 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 9 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. There shall be a set of ballots 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;

(5) a cover sheet on which the Member should fill-in his/her name, the radio station with which s/he is affiliated, and certifying that s/he is the Member s/he says s/he is and is entitled to vote; and

(6) 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:

(7) set forth the proposed action; and

(8) give the Members an opportunity to specify their approval or disapproval of each proposal. Ballots relating to the election of Delegates shall also:

(9) set forth the names of the candidates; and

(10) 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 or by internet.

C. NUMBER OF VOTES AND APPROVALS REQUIRED
With the exception of ballots related to the election of Delegates, 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 number of votes that would be required for approval of said action as set forth in these Bylaws. Listener-Sponsor Members shall vote as a class. Staff Members shall vote as a class. Unless, otherwise specifically set forth in these Bylaws, 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 quorum of votes is obtained, shall be sufficient to approve an action or consent to any matter.

D. VALIDITY OF WRITTEN BALLOT
If the name signed on a ballot corresponds to the name of a Member, the Foundation, if acting in good faith is entitled to accept the ballot and give it effect as the act of the Member. If the name signed on a ballot does not correspond to the record name of a Member, the Foundation if acting in good faith is nevertheless entitled to accept the ballot and give it effect as the act of the Member if either: (1) the name signed purports to be that of an attorney-in-fact of the Member and, if the Foundation requests, evidence acceptable to the Foundation of the signatory's authority to sign for the Member has been presented with respect to the ballot; or (2) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-holders and the person signing appears to be acting on behalf of all the co-holders. The Foundation is entitled to reject a ballot if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt concerning the validity of the signature or the signatory's authority to sign for the Member. 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 based on the acceptance or rejection of a ballot under this Section is valid unless a court of competent jurisdiction determines otherwise.

E. VOTING; COUNTING SYSTEM – ELECTION OF LOCAL STATION BOARD DELEGATES

The Delegates for each Local Station Board shall be elected by the Members affiliated with that radio station, for e.g. Members affiliated with the WBAI LSB shall not vote for Delegates for the KPFA LSB. Listener-Sponsor Members shall vote for Listener-Sponsor Delegates and Staff Members shall vote for Staff Delegates, with separate ballots for each class of Members. The following manner of single transferable voting shall be used in order to achieve proportional representation.

(1) Each ballot shall list all candidates for the position of Delegate within a given class and give each Member-voter the option of voting for one candidate or of ranking the candidates in order of preference.

(2) Vote counting shall start with a tabulation of each Member-voter’s first, or only, choice vote for Delegate.

(3) A threshold number of votes a candidate needs to be elected shall first be established (“Threshold”). The Threshold shall be that number which is equal to the total number of valid ballots cast divided by the sum of one plus the number of seats to be filled, plus one ([total number of ballots cast/1+the number of vacant seats]+1).

(4) Those candidates receiving the Threshold number of votes, or more, shall be declared elected. Votes acquired by a candidate in excess of the Threshold shall be deemed that candidate’s “surplus.”

(5) If no candidates, or an insufficient number of candidates, obtain a winning number of votes to be elected, then in order to fill those remaining Delegate seat(s), votes shall be transferred as follows:

(i) Transfer of surplus votes shall commence with the candidate having the largest surplus. That candidate’s votes shall be transferred to the next candidate choice of those Member-voters who elected him/her. A portion of that candidate’s surplus votes shall be transferred to the next candidate choice of those Member-voters who elected him/her. The portion of the surplus distributable to the next candidate choice shall be that amount determined by dividing the transferring candidate’s surplus amount by the total number of votes received by that candidate. (For example, if the candidate received 1000 votes and the threshold was 900 votes, then s/he had a surplus of 100 votes. Therefore 0.10 (100/1000) of a vote from each of those 1,000 ballots is transferred to those Member-voters’ next choices.) Votes may not be transferred to candidates who have already been elected (nor may votes by transferred to candidates who have been eliminated as set forth below.) When a Member-voter’s next choice is not eligible for receipt of transferred votes, that portion of a vote shall be transferred to that Member-voter’s next indicated choice unless all choices on that ballot have been exhausted. After the transfer of all that candidate’s surplus votes, a tally shall be taken.

(ii) If said tally does not result in a sufficient number of winning candidates to fill the remaining seats and if the previous transfer of surplus votes created a new surplus, then surplus votes of the candidate then having the largest surplus shall be transferred to those Member-voters’ next choices, consistent with subsection (i) above, until all said candidate’s surplus has been transferred or all declared choices on a ballot have been exhausted.

(iii) After each distribution of a candidate’s surplus, a tally shall be taken to determine the winning candidate(s). This process of distributing surplus votes shall continue until all open Delegate seats are filled, until all surplus votes have been transferred or until ballot choices have been exhausted.

(iv) If, after all surplus votes have been distributed in the manner described above, there remain unfilled Delegate seats, the candidate with the least number of votes shall be eliminated and his/her votes at their current value shall be transferred to those Member-voters’ next choice candidates who have not been previously declared elected or eliminated. If there is a tie as to the candidate with the least number of votes, the candidate to be first eliminated shall be decided by lot (for e.g., by pulling straws). Once all of that eliminated candidate’s votes have been transferred, a new tally shall be taken to determine new winning candidates, if any. If there are no new winning candidates, then the candidate remaining with the least number of votes shall be eliminated and his/her votes at their current value shall be transferred, as above, until there are one or more new winning candidates. The new winning candidate(s) surplus votes shall then be distributed as in (i) through (iii) above.

(v) This process of distributing surplus votes of winning candidates and eliminating losing candidates, as described in (ii) through (iv) above, shall be repeated until all Delegate seats have been filled.

F. ELECTION AND VOTING SUPERVISION
Consistent with the provisions of Article 5 of these Bylaws, elections for Delegates shall be supervised by the national elections supervisor and the local elections supervisor and all said ballots shall be counted by the national elections supervisor at the place designated by the Executive Director. All other elections and voting by Members shall be supervised by their respective LSBs, which LSBs shall also be responsible for ensuring and monitoring compliance with its election procedures and processes and 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: (i) notice is sent to the Member by first-class mail or facsimile, email or other written communication to the address of the Foundation radio station with which said Member is affiliated; (ii) notice is published at least once in a newspaper of general circulation in the county where said Foundation radio station is located; or (iii) notice is broadcast at least twenty-five (25) 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
All actions taken, or permitted, by a Member shall be taken by the Member personally. The powers of Members may not be exercised by alternates, by proxy or the like.

ARTICLE FOUR
LOCAL STATION BOARDS

SECTION 1. LOCAL STATION BOARDS
Each Foundation radio station shall have a Local Station Board (“LSB”) whose duties and responsibilities shall be those set forth in these Bylaws. Each LSB shall serve as a standing committee of the Foundation’s Board of Directors for their respective station area.

SECTION 2. COMPOSITION OF THE LSB
Each LSB shall consist of 24 Delegates - 6 of whom shall be designated as Staff Delegates and elected by Staff Members voting as a class and 18 of whom shall be designated as Listener-Sponsor Delegates and elected by Listener-Sponsor Members voting as a class. Listener-Sponsor Delegates and Staff Delegates shall be collectively referred to as “Delegates.” Each Delegate shall be a natural person elected by the Members, as set forth in these Bylaws, to serve on the LSB. Each Delegate shall also serve as the representative of the Members of its local radio station area in the election of the Foundation’s Board of Directors. An “associate station,” as that term is defined in Section 8 of this Article 4, may also appoint one representative to the LSB of the radio station with which it is associated. Associate station representatives shall also have voting rights; provided, however, that that no associate station representative shall be permitted to vote in any election to elect or remove a Director or Delegate nor may s/he be eligible for election by a LSB to the office of Director. No LSB shall have more than a total of 3 associate station representatives (and no more than 1 from any one associate station) at any given time.

The station’s General Manager shall serve as a non-voting member on his/her station’s LSB.

SECTION 3. SPECIFIC POWERS & DUTIES
Each LSB shall have the authority and responsibility, related to its specific radio station and radio station area, under the direction and supervision of the Foundation’s Board of Directors:

A. To review and approve that station’s budget and make quarterly reports to the Foundation’s Board of Directors regarding the station’s budget, actual income and expenditures.

B. To select candidates for the position of General Manager of its respective radio station. The Executive Director shall select and hire a General Manager from the candidates proposed by the LSBs.

C. To prepare an annual written evaluation of the station’s General Manager.

D. Both the Executive Director and/or a LSB can initiate the process to fire a General Manager. However, to effectuate it, both the Executive Director and the LSB must agree to fire said General Manager. If the Executive Director and the LSB cannot agree, the decision to terminate or retain said General Manager shall be made by the Board of Directors.

E. To screen and develop a pool of candidates for the position of station Program Director, from which pool the station’s General Manager shall hire the station’s Program Director.

F. To prepare an annual written evaluation of the station’s Program Director.

G. To work with station management to ensure that station’s policies and procedures for making programming decisions and for program evaluation are working in a fair, collaborative and respectful manner to provide quality programming that fulfills the purposes of the Foundation and is responsive to the diverse needs of the listeners (demographic) and communities (geographic) served by the station.

H. To conduct “Town Hall” style meetings at least twice a year, devoted to hearing listeners views, needs and concerns.

I. To assist in station fundraising activities.

J. To actively reach out to underrepresented communities to help the station serve a diversity of all races, creeds, colors and nations, classes, genders and sexual orientations and to help build collaborative relations with organizations working for similar purposes.

K. To perform community needs assessments, or see to it that separate “Community Advisory Committees” are formed to do so.

L. To ensure that the station works diligently towards the goal of diversity in staffing, and maintenance of a discrimination-free atmosphere in the workplace.

M. To exercise all of its powers and duties with care, loyalty, diligence and sound business judgment consistent with the manner in which those terms are generally defined under applicable California law.

In addition to these power and duties, the approval of a majority of the LSBs (in addition to the approval of the Board of Directors) shall be required prior to any acquisition by the Foundation the price of which is equal to or greater than 10% of the Foundation’s then annual operating budget.

SECTION 4. OTHER LSB POWERS AND AUTHORITY
By resolution, the Foundation’s Board of Directors may delegate any other corporate powers it deems appropriate to a LSB with regard to that specific radio station. Any such power delegated to a LSB is subject to revocation at any time by the Board. Any and all actions, resolution and policies taken or adopted by a LSB may be overridden by a majority vote of the Directors if said action, resolution or policy is found by the Board to be adverse to the mission and/or charitable or business purposes of the Foundation, to exceed the power or authority granted to said LSB or to be inconsistent with these Bylaws, the Articles or applicable laws and regulations.

SECTION 5. ELECTION OF OFFICERS
Each Local Station Board shall elect a Chair, a Vice-Chair, a Recording Secretary, and a Treasurer, who shall be elected in February of each year for a term of one year using the Instant Runoff Voting method, which method of voting is set forth in Section 14 of this Article 4. Each of these officers shall serve at the pleasure of the LSB and shall have those powers and shall perform those duties as may be prescribed by its LSB. With the exception of the Chair and the Vice Chair, an officer does not have to be a Delegate. Local Station Board officers may not serve concurrently as Foundation Directors.

SECTION 6. MEETINGS

A. FREQUENCY
Each LSB shall meet as often as required to accomplish it duties, but not less than every other month.

B. TIME AND PLACE
The LSB shall establish, by a majority vote, the time and place of each meeting, provided, however that no meeting shall occur sooner than ten (10) days from the date of the vote scheduling said meeting without the unanimous consent of the LSB, provided that there shall be a meeting of the LSB in December to seat newly elected Delegates and in February to elect Director(s). Meetings shall be held within the local radio station area in facilities of sufficient size to accommodate Members affiliated with that radio station and the public, preferably in the station.

C. MEMBERS & PUBLIC PARTICIPATION
LSB meetings shall be open to the public and to all Members, with the exception of those meetings dedicated 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 LSB’s sole opinion may compromise the legitimate business interest of said radio station or the LSB. 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 Secretary shall post on the Foundation’s website a general statement of the basis on which all or part of said meeting was closed. Each meeting shall include a public comment period of not less than thirty (30) minutes. 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.

D. NOTICE
The public and all Members shall be notified of each LSB meeting. Four on-air announcements, made during prime time on the radio station on four different days, beginning, whenever feasible, at least 7 days prior to the date of each meeting, shall be considered adequate notice. Whenever feasible, notice shall also be posted on the station’s website at least 7 days prior to the date of each meeting.

F. RECORDKEEPING AND RULEMAKING
Meetings and actions of the LSB shall be governed by the provisions of these Bylaws. A book of Minutes of all meetings and actions of the LSB shall be kept and shall be filed with the records of the LSB, which book shall include the time and place of each meeting, the notice given, how authorized, any waivers or consents, the names of those present, and a summary of the proceedings. Minutes of closed meetings shall be maintained, but sealed as confidential. Each LSB may adopt additional rules for the governance of its LSB so long as the rules are not inconsistent with these Bylaws.

SECTION 7. QUORUM AND APPROVAL
A quorum at any meeting of a LSB shall be a majority of the LSB, including its Delegates and, if any, its associate station representatives. Except as otherwise expressly provided herein, the approval of a majority of the LSB, including Delegates and associate station representatives, present and voting shall be required for any action of said LSB.

SECTION 8. ASSOCIATE STATIONS

A. Any Foundation radio station may choose to associate with any geographically contiguous community radio station for the purpose of re-broadcasting no less than seventy-five percent (75%) of that Foundation radio station’s programming. The terms of said association shall be memorialized in a written agreement between the Foundation radio station and the community radio station, which agreement must first be approved by the Board of Directors to be effective. Such a community radio station must produce some local programming, operate under a mission statement compatible with that of the Foundation and have a democratically-elected station board which will be permitted one representative to sit as a non-voting Delegate on the LSB of said Foundation radio station, provided however that no LSB shall have more that a total of 3 associate station representatives on its LSB.

B. Such a community radio station will be referred to as an associate station, which station is different from an affiliate station as referenced in Section 3(B) of Article 6 of these Bylaws.

C. Associate station representatives sitting on LSBs are subject to removal by either their own station boards or by the LSB according to their own respective terms of accountability and appropriateness. The LSB must notify the associate station board of the representative in question in advance about any difficulties or concerns in order to provide said associate radio station the opportunity to consult with its representative about the LSB’s concerns and/or to designate a replacement candidate.

SECTION 9. 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, i.e. the appointment to an elected office; (C) failure of a Delegate to attend three consecutive LSB meetings, which absences have not been excused by a majority vote of the LSB (excluding the vote of the Delegate in question); (D) upon the fair and reasonable determination, by a 2/3 vote of the Board of Directors present and voting 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 LSB; or (E) upon the majority vote of the class of the Members who originally elected the Delegate voting in an election to remove said Delegate, provided that before any such election may be held the appropriate LSB shall first have received a petition signed by at least one percent (1%) of the Members affiliated with its radio station area seeking said Delegate’s removal due to conduct, which must be factually set forth in the petition, by the Delegate that is alleged to be adverse to the best interest of the Foundation or the local radio station area and provided that only Members affiliated with the Delegate’s radio station are entitled to vote in any removal election. Any Delegate that is removed who was simultaneously serving as a Director or Foundation or LSB officer shall also be deemed removed from any and all of these positions and from any positions on a committee that s/he held by nature of his/her role as a Delegate or Director. A Delegate removed pursuant to this Section 9(E) shall be ineligible for reelection as a Delegate for a period of three (3) years.

SECTION 10. FILLING OF VACANCIES
If a seat on a LSB becomes vacant mid-term, that seat shall be filled for the remainder of the term by that LSB who shall appoint as the replacement Delegate that candidate, from the last Delegate election, with the highest number of votes among those candidates on said ballot who were not elected, so long as said person continues to meet Delegate eligibility requirements as set forth in Section 2(A) of Article 5 of these Bylaws. In the event said candidate is ineligible, or unavailable, to serve, the LSB shall proceed successively to the next candidate with the next highest number of votes on said ballot who was not elected until an eligible and available candidate to fill the vacancy is found. In the event that no eligible and available candidate is found, then the LSB shall appoint a Member to serve as Delegate and fill the seat for the remainder of the term.

SECTION 11. 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 12. PROXIES
All action taken by Delegates and associate station representatives shall be taken by each of them personally. The powers of Delegates and associate station representatives of a LSB may not be exercised by alternates, by proxy or the like.

SECTION 13. LOCAL STATION ADVISORY COMMITTEES

A. A LSB may, by resolution, designate one or more advisory committees, to serve at the pleasure, direction, and supervision of the LSB. Any such advisory committee shall include 2 LSB Delegates. Members affiliated with said LSB shall be eligible for appointment to a committee.

B. Meetings and actions of local station advisory committees shall be governed by the provisions of Section 6 of this Article of these Bylaws with such changes as are necessary in said provisions to substitute the committee(s) and its members for the LSB and its Delegates, except that the time of regular meetings of committees may be determined by resolution of the LSB as well as the committee. Special meetings of committees may also be called by resolution of the LSB or the committee. The LSB may adopt additional rules for government of any committee that are not inconsistent with the provisions of these Bylaws.

C. The general duty of advisory committees shall be to advise the LSB on the issues for which the committee was created. Advisory committees shall have only those duties and powers set forth in the resolution of the LSB, which powers shall not include the power to: (1) approve any action which, under the California Nonprofit Public Benefit Corporation Law or these Bylaws, requires the approval of the Members, Directors, or the Delegates; (2) fill vacancies on the Board, LSB or on any committee; (3) amend or repeal these Bylaws or adopt new bylaws; (4) amend or repeal any resolution of the Board or the LSB; (5) create any other committees of the Board or LSB; (6) approve or execute any contract or transaction; or (7) incur any indebtedness, or borrow money, on behalf of the Foundation or any LSB.

Committee members shall not be considered agents of the Foundation or the LSB and shall not have the authority to bind the Foundation or the radio station with which it is affiliated with out express LSB approval.

SECTION 14. INSTANT RUNOFF VOTING METHOD.
For purposes of these Bylaws, the method for Instant Runoff Voting shall be as follows:

A. Each voter shall have one vote.

B. Each ballot shall list all candidates for the position, on which ballot the voter shall rank the candidates in order of preference (with 1 representing the voter’s first choice, 2 representing the voter’s second choice and so on).

C. Vote counting shall start with a tabulation of all first choices among the voters. If no candidate receives a majority of the first choice votes, then the “last place candidate” (defined as the candidate receiving the least number of first choice votes) is eliminated. The votes of the voters who ranked the eliminated candidate as their first choice are redistributed to said voters’ next-choice candidate(s) as indicated on their ballot.

D. After this redistribution of votes, the votes are counted again and if no candidate receives a majority of the first choice votes, then the last place candidate after this vote is eliminated and the votes of those voters who ranked him/her as their first choice are redistributed to said voters’ next-choice candidate(s) and another vote is taken.

E. This process of successively eliminating last place candidates and redistributing votes continues until one candidate remains or a candidate gains more than 50% of the votes.

ARTICLE FIVE
ELECTION OF DELEGATES

SECTION 1. ELECTIONS SUPERVISORS

A. NATIONAL ELECTIONS SUPERVISOR
In May of each year in which there will be an election for a seat on a LSB, the Board of Directors shall appoint a national elections supervisor whose role shall be to oversee and certify the fairness of each LSB election and to confirm said election(s) compliance with these Bylaws. The national elections supervisor shall also oversee the preparation of each ballot, the counting of the ballots and prepare a written statement reporting the results of every election to the Members. To be eligible for appointment to the position of the national elections supervisor, said person shall not be an employee of the Foundation or a LSB, a Delegate, Officer, Director or on-air personality and should be experienced with election procedures and supervision and preferably recommended by an organization experienced in elections procedures and supervision. To assist him/her in the conduct and oversight of the election, the national elections supervisor may appoint a committee of volunteer Members, all of which volunteer Members the national 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 national elections supervisor deems necessary. 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 Board approval, a local election supervisor for each Foundation radio station area. A local elections supervisor may not be an employee of the Foundation or a LSB, a Delegate, Officer, Director or on-air personality and shall, at minimum, be familiar, and preferably 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 LSB 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 for 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 2. ELIGIBILITY; NOMINATION OF DELEGATES

A. ELIGIBILITY

(1) Any Listener-Sponsor Member in good standing may be nominated for the position of Delegate on a LSB of a Foundation radio station with which s/he is affiliated by obtaining the signatures on the nomination petition form 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 receives a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

(2) Any Staff Member in good standing may be nominated for the office of Delegate on a LSB of a Foundation radio station with which s/he is affiliated by the signatures on the nomination petition form 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 receives a political appointment during his or her term as a Delegate. This restriction shall not apply to civil service employment by governmental agencies.

B. NOMINATION PROCEDURES
Each Member seeking to be a nominee shall submit: (1) the required number of signatures on the form to be provided by the local elections supervisor; (2) a statement of whether the candidate is running for election as a Listener-Sponsor Member or a Staff Member; and (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. Said statement of each candidate shall be distributed to the Members entitled to vote with the written ballot. 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 has the option, for informational purposes, of indicating his/her gender and racial or ethnic heritage, i.e., European, African, Latin American, Native American, Asian, Pacific Islander, Middle Eastern, African-American.

SECTION 3. ELECTION OF DELEGATES
All elections for Delegates shall be by written ballot, provided, however, that the LSB shall also have the option of also providing a secure electronic means of voting via the internet. Members shall only have the right to elect Delegates to sit on the LSB of the Foundation radio station with which the Member is affiliated. Members shall vote in classes: only Listener-Sponsor Members are entitled to vote for Listener-Sponsor Delegates and only Staff Members are entitled to vote for Staff Delegates. There shall be a total of twenty-four elected (24) Delegates – 6 Staff Delegates and 18 Listener-Sponsor Delegates. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates to be held on the first year, elections for 3 Staff Delegate and 9 Listener-Sponsor Delegates to be held on the second year and no elections on the third year. The ballots for said elections shall be prepared, distributed, processed and counted consistent with the terms of Section 8 of Article 3 of these Bylaws. All written ballots related to the election, and the removal, of any and all Delegates shall be filed with the LSB and maintained for a period of two (2) years.

SECTION 4. ELECTION TIME FRAME
In a Delegate election year, the nominations for vacating seats shall open on July 28th and remain open for sixty (60) days, closing on September 24th. The local election supervisors shall thereafter prepare the written ballot listing all of the candidates and setting forth all other information required by these Bylaws. Ballots shall be distributed, or otherwise made available, to the Members on October 1st. To be counted all ballots must be received by the LSB on or before November 15th (the “Election Close Date”) All ballots shall be held sealed until the Election Close Date, the day after which they shall promptly be delivered via overnight express mail to the Foundation’s principal office to be opened by the National Elections Supervisor and counted together. The National Elections Supervisor shall have up to 15 days after the Election Close Date to count said ballots and to certify the results to the LSB and the Board, which results must also be reported to the Members by December 2nd on the Foundation’s website.

SECTION 5. DELEGATES’ TERMS OF OFFICE
A Delegate’s term of office on a LSB shall be three (3) years, beginning in December. A Delegate may serve two (2) consecutive three-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.

SECTION 6. FAIR CAMPAIGN PROVISIONS
No Foundation or radio station management or staff may use air time to endorse, campaign or recommend in favor of or against any candidate for election as a Listener-Sponsor Delegate, nor may air time be given to some Listener-Sponsor Delegate candidates 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 for questions and answers from the listeners. No Foundation or radio station management or staff may give written or on-air endorsements to any candidate for Listener-Sponsor Delegate. The Board of Directors may not, nor may any LSB or any committee of the Board or of a LSB, as a body, endorse any candidate(s) for election as a Delegate. However, an individual Director or Delegate who is a Member in good standing may endorse or nominate candidates in their own name. 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. All candidates shall sign a statement certifying that they have read and understood these fair campaign provisions.

SECTION 7. 2003 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 Delegate seats for each LSB. The interim Board, by resolution, shall establish a nomination and election timeframe for said elections, which timeframe may be shorter and on dates other than those set forth in Sections 2(B), 4 and 5 of this Article 5 of these Bylaws. The interim Board shall also, by resolution, establish a nomination and election timeframe for these newly seated LSBs to elect a Board of Directors pursuant to Section 5 of Article 6 of these Bylaws, which timeframe may be shorter and on dates other than those set forth in Section 3 of Article 6 and, if applicable, Section 4 of Article 6 of these Bylaws.

Contrary to the provisions of Sections 3 and 5 of this Article 5 of these Bylaws, on each LSB, the 3 Staff Delegates and 9 Listener-Sponsor Delegates receiving the highest number of winning votes shall serve until said LSB’s December 2005 meeting, unless sooner removed pursuant to these Bylaws. Contrary to the provisions of Sections 3 and 5 of this Article 5 of these Bylaws, the 3 Staff Delegates and 9 Listener-Sponsor Delegates with the lowest number of winning votes shall serve until said LSB’s December 2004 meeting, unless sooner removed pursuant to these Bylaws. Beginning with the 2004 election for Delegates, said Delegate elections shall thereafter proceed in accordance with the remainder of the provisions of this Article 5 of these Bylaws.

ARTICLE SIX
BOARD OF DIRECTORS OF THE FOUNDATION

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

A. DIRECTORS DEFINED
Directors are 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 nomination as a Director.

C. NUMBER
The Board shall consist of a minimum of twenty (20) directors and a maximum for twenty-three (23) 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 radio stations. The Delegates of each LSB shall be entitled to select 4 Directors – three (3) of whom shall be Listener-Sponsor Delegates and 1 of whom shall be a Staff Delegate, for a total to 20 Directors. If the Board, by resolution, fixes the number of Directors to a number greater than 20, then such additional Directors shall be nominated and elected as “at-large” Directors pursuant to Section 4 of Article 6 of these Bylaws. In addition, the Foundation’s Executive Director and Chief Executive Officer shall be non-voting members of the Board, who shall not be counted for purposes of determining quorum or the minimum and maximum number of Directors. In the event that any vote of the Board results in a tie, the motion shall not pass.

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 by the LSBs;

(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, affiliates and national staff consistent with applicable law and regulations, Articles of Incorporation and these Bylaws, as the Board deems appropriate.

(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 number, facsimile telephone number and email addresses with the Secretary of the Foundation. Notices of meetings mailed, transmitted by telecopier or facsimile, or emailed to them at such addresses shall be valid notices thereof.

SECTION 2. TERM:
The term of a Director shall be three (3) years. A Director may serve no more than two consecutive three-year terms in a row. A Director shall not be eligible for further services as a Director until one year has elapsed after the termination of a Director’s second consecutive three-year term. In the event that a Director’s term as a Delegate expires prior to the expiration of his/her term as a Director, and said Director is not re-elected as a Delegate, said Director’s term as a Director and Delegate shall expire in December of the year in which s/he was not re-elected as Delegate, at such time as the newly elected Delegate is seated on the LSB.

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS

A. NOMINATION
Any Delegate serving on a LSB may nominate any current Delegate serving on the same LSB for the office of Director; provided that said Delegate has served at least one year on a LSB. Said nominations shall be given in writing to the Recording Secretary for said LSB by January 31.

B. ELECTION
Each LSB shall meet to elect Director(s) from those Delegates nominated among its then current Local Station Board. Delegates shall elect Directors from among the nominees using the Instant Runoff Voting method, provided however that if there is an election for more than one Listener-Sponsor Director, then the LSB shall elect Directors for those seats using the single transferable method of voting set forth in Section 8(E) of Article 3. These elections shall take place in February of each year and be staggered over 3 years. In Year 1 and 3, 1 Director shall be elected each said year and in Year 2, 2 Directors shall be elected. The position of Staff Director can only be filled by a Staff Delegate. The position of Listener-Sponsor Director can only be filled by a Listener-Sponsor Delegate.

SECTION 4. NOMINATION AND ELECTION OF AT-LARGE DIRECTORS

A. NOMINATION
In the event that the Board has resolved that there shall be one or more “at-large” Directors, the Board shall notify the LSBs and the Foundation’s “affiliate radio stations” (as defined below), not later than the end of September prior to the election of such Directors the following March, that it will receive nominations, that any such nominations must be given in writing to the Board of Secretary, and that the nominations shall close on December 31. Any three Local Station Boards by a majority vote of the Delegates of each LSB may nominate any eligible Listener-Sponsor Member who is not currently on a LSB as a candidate for at-large Director. In addition, any affiliate station of the Foundation, or caucus of affiliate station personnel (e.g. a caucus or meeting of affiliate station personnel at a meeting of the National Federation of Community Broadcasters or the Grassroots Radio Conference or similar organization) may nominate candidates for at-large Director. For purposes of this Section, an “affiliate radio station” shall be defined as any non-profit non-commercial broadcaster who broadcasts programming provided or distributed by the Foundation by written agreement with the Foundation, including, for example, internet broadcasters and digital broadcasters. LSBs submitting nominees shall include with its nominations a written statement of the LSBs participating in said nomination, the date on which each nomination was voted upon and the vote count for each said election. Said statement shall be certified by the Recording Secretary of each LSB participating in said nomination. Every affiliate station or caucus submitting a nominee for said seat(s) shall include with said nomination a written statement of its procedure for conducting its nominations and selecting the nominee candidate(s), including a list of all affiliate stations and affiliate representatives that voted in the nomination process. Said statement shall be certified by the general manager of each affiliate station nominating said candidate or the chair of the caucus meeting, as appropriate.

B. ELECTION
The Board of Directors (excluding then current at-large Directors) shall elect “at-large” Directors, if any, from the list of nominees provided by affiliate radio stations, or caucuses or provided collectively by three Local Station Boards pursuant to Section 4(A) of this Article 6 of these Bylaws, by a 2/3 vote of the Directors present and voting at the Board’s annual meeting in March, provided that notice of the nomination and vote is served on all Directors with the Notice of Meeting at least thirty (30) days in advance of the meeting date.

SECTION 5. 2003 TRANSITION ELECTION
Following the adoption of these Bylaws, consistent with that Settlement Agreement dated December 12, 2001 , there shall be an election for all the seats on the Board. Within the timeframe established by the interim Board and following the election of the LSBs pursuant to Section 7 of Article 5 of these Bylaws, each LSB shall meet and elect 4 Directors – 3 of whom shall be Listener-Sponsor Directors and 1 of whom shall be a Staff Director. For the purposes of this election and contrary to the provisions of Section 3 of this Article 5, previous service as a Delegate on a LSB shall not be an eligibility requirement. Contrary to the provisions of Section 2 of this Article 6, the term of each Director elected during this transition election shall be determined by the number of winning vote s/he receives from the LSB that elected him/her. The Director, from each LSB, receiving the highest number of votes shall serve until March, 2006, unless sooner removed pursuant to Section 7 of this Article 6. The two Directors, from each LSB, receiving the next highest number of votes shall serve until March, 2005, unless sooner removed pursuant to Section 7 of this Article 6. The Director, from each LSB, receiving the next highest number of votes shall serve until March, 2004, unless sooner removed pursuant to Section 7 of this Article 6. Beginning with the election for the Director seat that expires in March, 2004, all nominations and elections for Directors shall thereafter proceed in accordance with the remainder of the provisions of this Article 6 of these Bylaws.

SECTION 6. SEATING OF DIRECTORS
All newly elected Directors shall be seated at the Annual Meeting of the Board of Directors held in March, in which month their term shall commence.

SECTION 7. REMOVAL OF DIRECTORS
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, i.e. 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 Board present and voting at the meeting in question; (D) upon the fair and reasonable determination by a 2/3 vote of the Board (excluding the vote of the Director in question) after a review of the facts, in its sole discretion, that said Director has exhibited conduct that is adverse to the best interests of the Foundation; (E) upon the vote of the LSB that elected said Director that said Director has exhibited conduct that is adverse to the best interests of the Foundation, or in the case of an “at-large” Director, upon the vote of a minimum of three LSBs, after a fair and reasonable review of the facts by the LSB, provided that a vote of two-thirds of the Delegates present and voting (but no less than a majority of the full LSB) shall be required to remove said Director; or (F) upon the expiration of said Director’s term as a Delegate on the LSB that elected him/her or upon the removal of the Director as a Delegate pursuant to Section 9 of Article 4 of these Bylaws. 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 Director elected by a LSB becomes vacant for any reason, that seat shall be filled for the remainder of the term by a Director elected by that LSB, provided, however, that if the previous Director was a Staff Director, the LSB shall election a Staff Director or 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 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 at-large Directors.

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 persons" 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.

ARTICLE SEVEN
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 March, 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 June, September and January of each year. The Board meetings shall rotate through the five radio station areas so that meetings do not take place twice in the 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 members of the Board.

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 in person 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 Secretary of the Board, 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 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 days on all Foundation radio stations, beginning, whenever reasonably possible, no later than seven days before the date of said meeting.

Notice of a meeting does not have to be given to 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. 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 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. These periods for Board meetings shall be not less than one hour, and for committee meetings, not less than one-half hour. The Board will use reasonable efforts to broadcast or webcast its telephonic meetings.

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 and referenced in Section 10 of Article 5 of these Bylaws 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
Reasonable efforts will be made to hold all public Board meetings in spaces fully accessible as defined in the Americans with Disability 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 EIGHT
COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1. COMMITTEES OF THE BOARD
The Board of Directors may, by resolution, designate one or more committees, to serve at the pleasure of the Board. Any such committee shall have only such authority as provided by resolution of the Board and no committee may without full Board review and approval:

A. Approve any action which, under the California Nonprofit Public Benefit Corporation Law or these Bylaws, also requires the approval of the Members or the Delegates;

B. Fill vacancies on the Board or in any committee;

C. Fix compensation for Directors for serving on the Board or on any committee;

D. Amend or repeal these Bylaws or adopt new bylaws;

E. Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;

F. Create any other committees of the Board or appoint members of the committees to the Board, provided, however, LSBs shall be entitled to create committees pursuant to Sections 3(K) and 13 of Article 4 of these Bylaws ;

G. Approve or execute any contract or transaction to which the Foundation is a party; or

H. Incur any indebtedness, or borrow money, on behalf of the Foundation.

Except as otherwise provided in these Bylaws, all committees shall include at least one Director from each Foundation radio station and two Delegates, who are not then serving as Directors, from each LSB, provided, however, that the inclusion of LSB Delegates on a committee shall not be required where the Board by a majority vote determines that the privileged, sensitive or confidential nature of the matters to be addressed by said committee preclude the inclusion of LSB Delegates as committee members in order for said committee to effectively and efficient perform its duties. The Board may designate one or more Directors as alternate members of any committee. Director committee members shall be selected by a majority vote of the Board using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the Board shall use the single transferable method of voting, set forth in Section 8(E) of Article 3, to select committee members. LSB Delegate committee members shall be selected by a majority vote of their respective LSBs using the Instant Runoff Voting method, provided however that if there is an election for more than one committee member, then the LSBs shall use the single transferable method of voting, set forth in Section 8(E) of Article 3, to select committee members.

SECTION 2. STANDING COMMITTEES
In addition to a LSB for each of the Foundation’s radio stations, the Board of Directors shall also have the following standing committees:

(A) a Coordinating Committee, which shall coordinate Board activities between meetings, which committee shall include as members all Foundation officers and at least one Director from each radio station area, but shall not include any non-Director LSB Delegates;

(B) a Governance Committee, which shall regularly review the Foundation’s bylaws and policies for governance of Board activities;

(C) a Technology Committee, which shall advise the Board as to emerging technologies;

(D) a Programming Committee, which shall insure that programming at all Foundation radio stations meets and fulfills the Foundation’s purposes as stated in the Articles;

(E) a Finance Committee, which shall review and recommend the annual budget for board approval and shall monitor and report Foundation financial activities and shall include as members the Chief Financial Officer, a Director from each radio station area and the treasurer of each LSB; and

(F) an Audit Committee, which shall oversee the annual audit of the Foundation’s books and shall not include Finance committee members. The Board, by resolution, may expand or revise the role, authority and/or powers of these committees.

SECTION 3. MEETINGS AND ACTIONS OF COMMITTEES.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws with such changes in the context of those sections as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee. Special meetings of committees may also be called by resolution of the Board or the committee and notice of special meetings of committees shall also be given to all alternate committee members, who shall have the right to attend all meetings of the committee. The Board may adopt additional rules for the government of any committee that are not inconsistent with the provisions of these Bylaws.

ARTICLE NINE
OFFICERS OF THE FOUNDATION

SECTION 1. DESIGNATION OF OFFICERS
The officers of the Foundation shall be a Chairperson, a Vice Chairperson, an Executive Director, a Secretary, and a Chief Financial Officer. The Foundation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer shall serve concurrently as the Chairperson of the Board or the Executive Director. With the exception of the Chairperson of the Board, no officer is required to be a Director.

SECTION 2. ELECTION OF OFFICERS; TERM
The officers of the Foundation shall be appointed and elected by the Board of Directors, and each shall serve at the pleasure of the Board (subject to the rights, if any, of an officer under any contract of employment, if any). With the exception of the Executive Director and the Chief Financial Officer, all officers shall serve for a term of one (1) year, unless s/he resigns, is removed or is otherwise disqualified to serve prior to the expiration of his/her term, and shall be elected by the Board at its annual meeting in March using the Instant Runoff Voting method.

SECTION 3. REMOVAL AND RESIGNATION OF OFFICERS

A. Subject to the rights, if any, of an officer, under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting thereof, or by any officer upon whom such power of removal may be conferred by the Board.

B. Any officer may resign at any time by giving 30 days written notice to the Board. Any such resignation shall take effect upon the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Foundation under any contract to which the officer is a party.

SECTION 4. VACANCIES IN OFFICES
A vacancy in any office of an officer because of death, resignation, removal, disqualification or any other cause shall be filled by the Board.

SECTION 5. CHAIRPERSON OF THE BOARD
The Chairperson of the Board shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the Board or prescribed by these Bylaws.

SECTION 6. EXECUTIVE DIRECTOR
The President of the Foundation shall be referred to as the “Executive Director.” The Executive Director shall be the general manager, chief executive officer and chief administrator of the Foundation. S/he shall be selected, supervised and discharged by the Board. In addition, his/her performance will also be subject to annual evaluation by each LSB, which may make recommendations to the Board.

Subject to the control of the Board, the Executive Director shall have general supervision, direction and control of the business and the officers of the Foundation and the primary responsibility for implementing the directives, decisions and policies of the Foundation and the Board pertaining to administration, personnel, programming, financing and public relations. The Executive Director shall generally promote, coordinate and supervise the mission of the Foundation and shall have such powers and perform such duties as may be delegated or assigned to him/her by the Board.

SECTION 7. SECRETARY

A. The Secretary shall keep or cause to be kept at the principal executive office, or such other place as the Board may designate, a book of minutes of all meetings and actions of the Board and committees of the Board, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, any waivers or consent the names of those present at every Board and committee meetings, and the proceedings thereof. Minutes of closed meetings shall be maintained but sealed as confidential.

B. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by law to be given, and s/he shall keep the seal of the Foundation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.

SECTION 8. CHIEF FINANCIAL OFFICER
A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Foundation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall be open at all reasonable times to inspection by any Director upon demand.

B. The Chief Financial Officer shall cause to be deposited all moneys and other valuables in the name and to the credit of the Foundation with such depositaries as may be designated by the Board. S/he shall cause the funds of the Foundation to be disbursed as s/he may be properly directed from time to time, shall render to the Executive Director and the Board an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the Foundation whenever requested, and shall have other such powers and perform such other duties as may be prescribed by the Board or the Bylaws.

ARTICLE TEN
GENERAL PROVISIONS

SECTION 1. MEMBERSHIP NOT TRANSFERABLE
One’s position as a Member, Delegate, Director or Officer of the Foundation shall not be transferable and may not be assigned or inherited.

SECTION 2. EFFECT OF TERMINATION OF MEMBERSHIP OR POSITION – NO CLAIMS OR REFUNDS
Except as specifically set forth herein, no withdrawn or terminated Members, Delegates, Directors or Officers (nor their heirs or personal representatives) shall have any claim whatsoever upon the assets of the Foundation, or any claim whatsoever arising out of said membership or the holding of any office in the Foundation. Furthermore, no Member, Delegate, Directors or Officers shall be entitled to the return of any monies contributed to the Foundation or any Foundation radio station.

ARTICLE ELEVEN
INDEMNIFICATION OF DIRECTORS, OFFICERS, DELEGATES EMPLOYEES, AND OTHER AGENTS

SECTION 1. NON-LIABILITY OF DIRECTORS, OFFICERS, & DELEGATES
Directors, Officers and Delegates shall not be personally liable for the debts, liabilities, or other obligations of the Foundation and private property of such individuals shall be exempt from Foundation debts or liabilities, subject to the applicable provision of California’s Corporation Code, unless said debts, liabilities or other obligations are the direct result of intentional misconduct by a Director, Officer or Delegate. The personal liability of Directors, Delegates and Officers shall be eliminated to the fullest extent permitted by California law.

SECTION 2. DEFINITIONS: AGENTS, PROCEEDINGS AND EXPENSES
For the purposes of this Article 11, "agent" means any person who is or was a Director, Officer, Delegate, employee or agent of this Foundation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Section 3 or Section 4 of this Article.

SECTION 3. ACTIONS OTHER THAN BY THE FOUNDATION
This Foundation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Foundation to procure a judgment in its favor, an action brought under Section 5233 of the California Corporations Code or an action brought by the Attorney General or a person granted relator status for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of this Foundation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Foundation, and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Foundation or that the person had reasonable cause to believe that his or her conduct was unlawful.

SECTION 4. ACTIONS BY THE FOUNDATION
This Foundation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Foundation to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Foundation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. No indemnification, however, shall be made under this section:

A. In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to this Foundation in the performance of that person's duty to this Foundation, unless and only to the extent that the court in which that action was brought shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to indemnify for the expenses which the court shall determine; or

B. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, if said settlement or disposition was not first approved by the Board.

SECTION 5. SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this Foundation has been successful on the merits in defense of any proceedings referred to in Section 3 or Section 4 of this Article 11, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

SECTION 6. REQUIRED APPROVAL
Except as provided in Section 5 of this Article 11, any indemnification under this Article shall be made by this Foundation only if authorized upon a determination that indemnification of the agent in the specific case is proper because the agent has met the applicable standard of conduct set forth in Section 3 or Section 4 of this Article 11, by:

A. A majority vote of a quorum of the Board who are not parties to the proceeding; or

B. The court in which the proceeding is or was pending, upon application made by this Foundation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Foundation.

SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this Foundation before the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be ultimately determined that the agent is entitled to be indemnified as authorized in this Article 11.

SECTION 8. OTHER CONTRACTUAL RIGHTS
Nothing contained in this Article 11 shall affect any right to indemnification to which persons other than Directors and officers of this Foundation or any subsidiary hereof may be entitled by contract or otherwise.

SECTION 9. LIMITATIONS
No indemnification shall be made hereunder, except as provided in Section 5, Section 6(B) or as otherwise required by law, in any circumstance where it appears:

A. That it would be inconsistent with a provision of the Articles of Incorporation, the Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

B. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

SECTION 10. INSURANCE
The Foundation may, upon a determination by the Board, purchase and maintain insurance on behalf of any agent of the Foundation against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent's status as such, whether or not this Foundation would have the power to indemnify the agent against that liability under the provision of this Article 11.

SECTION 11. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN
This Article 11 does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Foundation as defined in Section 1 of this Article 11. Nothing contained in this Article 11 shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

SECTION 12. AMENDMENT TO CALIFORNIA LAW
In the event that California Law regarding indemnification of directors, officers, employees and other agents of this Foundation, as in effect at the time of adoption of these Bylaws, is subsequently amended to in any way increase the scope or permissible indemnification beyond that set forth herein, the indemnification authorized by this Article 11 shall be deemed to be coextensive with the maximum afforded by the California Law as so amended.

ARTICLE TWELVE
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Foundation shall keep at its principal office in the State of California:

A. MINUTES
Minutes of all meetings of the Board of Directors, LSBs, of committees of the Board and LSBs and, if held, of Members, indicating the time and place of the holding of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; as well as all waivers of notice and consents to holding of Board or LSB meetings, notices and statements regarding closed meetings, approval of board minutes and written consents to Board action without a meeting. Minutes of closed meetings must be put under seal.

B. BOOKS AND RECORDS
Adequate and correct books and records of account.

C. MEMBERSHIP RECORDS
A record of its Members indicating their names, addresses, class of membership, the radio station area s/he is affiliated with and the termination date of any membership.

D. ARTICLES AND BYLAWS
A copy of the Foundation's Articles of Incorporation and Bylaws, as amended from time to time, which shall be open to inspection by the Members of the Foundation at all reasonable times during office hours or available upon written request.

E. TAX RECORDS
A copy of the Foundation’s annual information return on IRS Form 990 for each of the preceding 3 years and a copy of the Foundation’s approved application for recognition of exemption.

SECTION 2. CORPORATE SEAL
The Board may adopt, use, and, at will, alter, a corporate seal. Such seal shall be kept at the principal office of the Foundation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director, or his or her designated agent, shall have the absolute right at any reasonable time to inspect and copy all of the Foundation’s books, records and documents of every kind and to inspect the physical properties of the Foundation.

SECTION 4. MEMBERS' INSPECTION RIGHTS
Members of the Foundation shall have the following inspection rights, but only for a purpose reasonably related to such person's interest as a Member of the Foundation:

A. To inspect and copy the record of all Members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the Foundation, which demand shall state the purpose for which the inspection rights are requested; and

B. To inspect at any reasonable time the books, records, or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the Foundation by the Member, for a purpose reasonably related to such person's interests as a Member, provided, however, that said Member will not be able to review sealed Minutes from closed meetings.

C. To inspect and review copies of reports filed by the Foundation with the Attorney General consistent with Section 6324 of the California Corporations Code.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 6. ANNUAL REPORT TO THE BOARD
The Foundation shall cause an annual report to be prepared and furnished to the Board not later than one hundred and twenty (120) days after the close of the Foundation's fiscal year and, upon payment of reasonable copying costs, to any Member who requests it in writing, which report shall contain the following information in appropriate detail:

A. The assets and liabilities, including the trust funds, of the Foundation as of the end of the fiscal year;

B. The principal changes in assets and liabilities, including trust funds, during the fiscal year;

C. The revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, for the fiscal year; and

D. The expenses or disbursements of the Foundation, for both general and restricted purposes, during the fiscal year.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Foundation that such statement(s) were prepared without audit from the books and records of the Foundation.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
The Foundation must furnish a statement to its Members and Directors by mailing or otherwise delivering it to them within one hundred and twenty (120) days after the close of its fiscal year. Said statement shall briefly describe:

A. The amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any Officer, Delegate or Director of the Foundation pursuant to Section 5238 of the California Corporations Code, provided that no such report need be made if the indemnification or advance was approved in advance by the Members;

B. Any transaction involving fifty thousand dollars ($50,000) to which the Foundation was a party during the previous fiscal year in which a Director, Delegate or Officer had a direct or indirect material financial interest or which was one of a number of transactions involving the same Director, Delegate or Officer and which transactions in the aggregate involved more than $50,000. Said statement shall briefly indicate the names of the interested persons involved in such transactions, stating each person's relationship to the Foundation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

SECTION 8. ANNUAL REPORTS TO THIRD PARTIES

A. The Foundation shall file with the California Secretary of State a biannual statement containing the names and addresses of its Executive Director, Secretary and Chief Financial Officer, the street address of its principal California office, and a designation of an agent for the service of process, which statement must be provided on the appropriate Secretary of State form.

B. In addition to providing a copy of the Foundation’s annual report set forth in Section 6 of this Article and the annual statement in Section 7 of this Article, the Foundation shall also annually file with the Attorney General a Registration/Renewal Fee Report within four months and 15 days after the end of the Foundation’s fiscal year.

SECTION 9. EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Member, trustee, Officer, employee, Director, Delegate or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code and regulations as they now exist or as they may hereafter be amended.

ARTICLE THIRTEEN
CONFLICTS OF INTEREST

SECTION 1. DEFINITIONS
A "CONFLICT OF INTEREST" is any circumstance described in Section 2 of this Article, or such substantially similar circumstances.

An "INTERESTED PERSON" is any person serving as a Director, Officer, Delegate, associate station representative, employee, or member of a committee of the Board or LSB.

A "FAMILY MEMBER" is a 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 an Interested Person.

A "FINANCIAL INTEREST" in an entity is a direct or indirect financial interest, which, in view of all the circumstances, would, or reasonably could, affect an Interested Person's or Family Member's judgment with respect to transactions to which the entity is a party.

SECTION 2. CONFLICT OF INTEREST DEFINED
A Conflict of Interest exists where the financial or business interests of an Interested Person are or may be inconsistent with the best interests of the Foundation. The following circumstances shall be deemed to create a Conflict of Interest:

A. A contract or transaction between the Foundation (or a Foundation radio station) and an Interested Person or Family Member.

B. A contract or transaction between the Foundation (or a Foundation radio station) and an entity in which an Interested Person or Family Member has a Financial Interest or with which such Person has a relationship, for example as a director, officer, trustee, partner, or guardian.

C. A compensation arrangement between any entity or individual with which the Foundation (or a Foundation radio station) has a contract or transaction and an Interested Person or Family Member.

D. A compensation arrangement between any entity or individual with which the Foundation (or a Foundation radio station) has a contract or transaction and an entity in which an Interested Party or Family Member has a Financial Interest.

E. An Interested Person competing with the Foundation in the rendering of services or in any other contract or transaction with a third party.

F. An Interested Person accepting gifts, entertainment or other favors from any individual or entity that (1) does or is seeking to do business with, or is a competitor of, the Foundation (or a Foundation radio station) or (2) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from the Foundation (or a Foundation radio station), in both cases under circumstances where it might be reasonably inferred that such action was intended to influence or would likely influence the Interested Person in the performance of his or her duties.

SECTION 3. DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES
An Interested Person must disclose in writing all material facts related to an actual or potential Conflict of Interest to the Board and/or the members of a committee considering a proposed contract or transaction to which the Conflict of Interest relates. If a contract or transaction is not being considered by the Board or a committee, the required disclosure must be made to the Board Chair. Until a Conflict of Interest has been voted upon by the Board in accordance with this Section, an Interested Person shall refrain from any action that might affect the Foundation's participation, or that of any of its radio stations, in any contract or transaction affected by a Conflict of Interest.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party’s presence, and vote on the contract or transaction in question. If the Interested Person is a Director, s/he may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

The Board shall determine by a majority vote of the disinterested Directors whether a Conflict of Interest exists and, if so, whether it is in the Foundation’s (or a Foundation radio station’s) best interest to nonetheless enter into the contract or transaction. If appropriate, the Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:

(A) that the contract or transaction is for the benefit of the Foundation; and
(B) that the contract or transaction is fair and reasonable; and
(C) that the Foundation is not likely to obtain a more advantageous arrangement with reasonable effort under the circumstances.

The minutes of the Board or committee meeting shall reflect: (D) that the Conflict of Interest was disclosed; (E) the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote; and (F) that the Interested Person abstained from voting.

SECTION 4. VIOLATIONS OF THE CONFLICTS OF INTEREST PROCEDURES
If the Board or committee believes that an Interested Person has failed to disclose an actual or potential Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.

If, after hearing the response of the Interested Person and making any further investigation the Board reasonably believes is warranted in the circumstances, the Board determines that the Interested Person has in fact failed to disclose an actual or potential Conflict of Interest, it shall take that action it, in its sole discretion, believes to be appropriate in light of the circumstances.

ARTICLE FOURTEEN
VOLUNTARY DISSOLUTION AND PROHIBITION AGAINST
SHARING FOUNDATION PROFITS AND ASSETS

SECTION 1. METHOD

The Members of the Foundation may elect to voluntary dissolve the Foundation in the following manner.

A. A petition for the voluntary dissolution must be signed by ten (10%) percent of the Members of each Foundation radio station area and submitted to the Board;

B. Upon the Board’s receipt and approval of the dissolution petition, by 2/3 vote of the Board, the matter of voluntary dissolution shall be submitted to a vote of the Members via a written ballot prepared and distributed in accordance with the terms of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws.

C. An action for voluntary dissolution shall be deemed approved upon the vote of 60% of all Listener-Sponsor Members voting and 60% of all Staff Members voting, provided that a quorum is met for each. The Attorney General must be notified in the event of the commencement of a voluntary dissolution of the Foundation.

SECTION 2. DISPOSITION OF ASSETS
Upon the dissolution of the Foundation, the Board shall, after paying or making provisions for payment of all known debts and liabilities of the Foundation, dispose of the assets in a manner consistent with the Foundation’s mission as set forth in its Articles of Incorporation and/or to such organization(s) as shall at the time appear devoted to the same mission as this Foundation, subject to the approval of the Attorney General.

SECTION 3. NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION
No Member, Director, Delegate, Officer, employee, or other person connected with the Foundation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Foundation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws or is fixed by resolution or approval of the Board. No person(s) shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Foundation. All Members of the Foundation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Foundation, whether voluntarily or involuntarily, the assets of the Foundation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation, Bylaws and/or California law and not otherwise.

ARTICLE FIFTEEN
PARLIAMENTARY PROCEDURE

The rules contained in Robert's Rules of Order Newly Revised, as amended from time to time, shall apply to the Foundation solely with regards to the conducting of any meeting of the Board, LSB or any committee to the extent that said rules are not inconsistent wit these Bylaws or any other rules or procedures adopted by the Foundation.

ARTICLE SIXTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 1. AMENDMENT OF BYLAWS

A. PROPOSING AMENDMENTS
Amendments may be proposed by:

(1) a two-thirds (2/3) vote of the Board;

(2) a 2/3 vote of a LSB; or

(3) a petition signed by at least one percent (1%) of all Members, which petition to be considered “proposed” must be delivered to the Foundation’s Secretary.

B. VOTING AND APPROVAL

(1) There shall be a maximum of one ballot per 12-month period related to the amendment of the Foundation’s Bylaws, which annual voting period shall be determined by the Board. All properly proposed Bylaw amendments shall be held until that date which is 60 days before the earliest of the voting dates of the Board and of the LSBs, as determined by the Board (the “Notice Date”). On the Notice Date, the proposed amendment(s) to the Bylaws shall be posted on the Foundation’s website and the Foundation’s radio stations shall broadcast an announcement twice a day for a period of 60 days (the “Notice Period”) regarding the existence of the proposed amendment(s) on the Foundation’s website for review and the upcoming vote by the Board and LSB regarding said amendment(s). The results of said voting by the Board and the LSBs on the proposed amendment(s) shall be reported within 15 days of the Board and LSB meetings to vote on these amendments.

(2) In order for new Bylaws to be adopted, or these Bylaws amended or repealed:

(i) except as provided in Section 1(B)(3) below, the proposed amendment(s) must be approved by the majority of all Directors and by the majority vote of all the Delegates of at least three of the LSBs, which LSBs shall all vote on the proposed amendment(s) within the same calendar month as the Board; or

(ii) in the case of amendment(s) proposed by Member petition pursuant to Section 1(A)(3) above, said proposed amendment(s) must first be presented to the Board and the LSBs for approval as set forth in Section 1(B)(2)(i) above. If any proposed amendment is not approved by the Board and LSBs, then it shall be submitted to the Members for voting.

(3) The Members shall vote on any proposed amendment approved by the Board and 3 out of 5 LSBs, even if said amendment was not proposed by Member petition, if said amendment would do any of the following:

(i) increase or extend the terms of Directors or Delegates or Associate Station Representatives;

(ii) increase the quorum for Members’ meetings or Member action;

(iii) change proxy rights;

(iv) authorize cumulative voting or a change in the voting method or manner of counting ballots; or

(v) materially and adversely affect a Member’s rights as to voting or transfer.

In the event that a proposed amendment would do any one of the above-mentioned things, it shall not be adopted unless also approved by the Members.

(4) If a vote of the Members is required hereunder for the approval of any proposed amendment, then no later than 60 days after the vote of the Board and LSBs above, written ballots shall be distributed, or otherwise made available to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, to vote on the proposed amendments. To be approved, a proposed amendment must receive the approval of by a three-fifths (3/5) vote of a quorum of each class of Members. The results of said amendment ballot shall be reported within 30 days of the date the ballots must be returned to be counted and shall be posted on the Foundation’s website.

(5) Notwithstanding any of the provisions of this Section 1(B), these bylaws may not be amended or repealed if, in the written opinion by legal counsel for the Foundation experienced with the Commission’s laws and regulations and/or legal counsel for the Foundation experienced with California nonprofit corporations law, as appropriate, said an amendment or repeal: (i) would violate any state or federal statute or regulation; (ii) conflicts with the Foundation’s Articles; or (iii) would create conflicting provisions in these bylaws.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION

A. PROPOSING AMENDMENTS.
Amendments to the Articles of Incorporation may be proposed by:

(1) a 2/3 vote of the Board;

(2) a 2/3 vote of a LSB; or

(3) by a petition signed by 2% of all Members, which petition to be considered “proposed” shall be delivered to the Foundation’s Secretary.

B. APPROVING AMENDMENTS.

(1) The Board and LSBs shall vote on all amendments to the Articles proposed pursuant to Section 2(A) above within 90 days from that date on which the Foundation’s Secretary receives the Members’ petition or receives notice of the Board or the LSB vote proposing said amendment.

(2) In order for an amendment to the Articles proposed pursuant to Section 2(A), above, to be approved or adopted and subject to Section 2(B)() below:

(i) the proposed amendment(s) must be approved by: (a) the majority of all Directors; (b) the majority vote of all the Delegates of at least three of the LSBs, which LSBs shall all vote on the proposed amendment(s) within the same calendar month as the Board; and (c) the majority vote of a quorum of each class of Members; OR

(ii) in the case of an amendment(s) proposed by Member petition pursuant to Section 1(A)(3) above, said amendment may be adopted in the absence of an affirmative vote by the Board and/or the LSBs if said proposed amendment(s) is approved by a 2/3 vote of quorum of each class of Members.

(3) Notice of a proposed amendment to the Articles shall be shall be posted on the Foundation’s website on that date which is 60 days before the earliest of the voting dates of the Board and of the LSBs, as determined by the Board (the “Notice Date”)and the Foundation’s radio stations shall broadcast an announcement twice a day for a period of 60 days (the “Notice Period”) regarding the existence of the proposed amendment(s) on the Foundation’s website for review and the upcoming vote by the Board and LSB regarding said amendment(s). The results of said voting by the Board and the LSBs on the proposed amendment(s) shall be reported within 15 days of the Board and LSB meetings to vote on these amendments.

(4) No later than 30 days after the vote of the Board and the LSBs, a written ballots shall be distributed, or otherwise made available to the Members, pursuant to the provisions of Sections 8(A), 8(B), 8(C) and 8(D) of Article 3 of these Bylaws, to vote on the proposed amendment(s). The results of said amendment ballot shall be reported within 30 days of the date the ballots must be returned to be counted and shall be posted on the Foundation’s website.

(5) Notwithstanding any of the provisions of this Section 2(B), these Articles may not be amended or repealed if, in the written opinion by legal counsel for the Foundation experienced with the Commission’s laws and regulations and/or legal counsel for the Foundation experienced with California nonprofit corporations law, as appropriate, said amendment would violate any state or federal statute or regulation; and (ii) conflicts with other provisions of the Articles.

CERTIFICATION OF BYLAWS

THIS IS TO CERTIFY, that I am the duly elected, qualified and acting Secretary of PACIFICA FOUNDATION, a California non-profit corporation, and that the foregoing First Amended and Restated Bylaws were adopted for the Foundation by the Board of Directors. I also certify that, consistent with the requirements of that certain settlement agreement dated December 12, 2001 of the consolidated lawsuits of Adelson et al v. Pacifica Foundation et al, The People of the State of California, ex rel Spooner et al v. Pacifica Foundation et al, and Robinson et al v. Pacifica Foundation et al., Alameda County Superior Court Case No. 814461-0, certain portions of these Bylaws were approved by a majority of the Foundation’s radio station advisory boards as follows: KPFA approved/disapproved on __________________,2003; KPFT approved/disapproved on ______________________2003; KPFA approved/disapproved on __________________,2003; WBAI approved/disapproved on ______________, 2003 and WPFW approved/disapproved on __________________,2003..

IN WITNESS WHEREOF, I have hereto set my hand this ____TH day of_____, 2003.

__________________________________
___________________________
Secretary

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Our lawyers have called attention to certain sections for special review, as follows:

"Consistent with our instructions from the Board Chair and the Chair of the Bylaws Revision Committee, we revised the bylaws to conform with the Board's intent as set forth in the "key" draft of the bylaws we previously received and the results of "straw poll" votes of the Board that were forwarded to us for review. In addition, we added clarifying language or provisions as we found appropriate to help clarify both legal issues as well as policies or procedures we understood as desirous to the Board.

"According to our notes, the issue of diversity remains an open topic to be addressed by the Board. We would also like to note that a resolution of the Board will be needed to establish nomination and election timeframes for the transition elections this year of both the Board and the LSBs. Again, we strongly urge each of you to read these Bylaws thoroughly to confirm that they do indeed reflect the intent of this Board.

"Although we encourage you to review all the Sections and revisions, we would like to draw your attentions to the following revised or new sections to confirm that they accurately reflect the intent of the Board: Article 3(8)(E) regarding Single Transferrable voting method; Article 4, Sections 2, 4, 9, 10, 12, 13, 14 regarding issues related to Delegates, their powers and authority and the Instant Runoff voting method; Article 5, Sections 1,2,7,11 regarding Delegate elections; Article 6, Sections 1-5 and 7 regarding composition of the Board and matters related to the election and authority of the Directors; Article 8 regarding Board committees; Article 9 regarding officers, which changes include the use of the title of "Executive Director" in lieu of President and references to a "CFO", in lieu of a "treasurer", consistent with California law and the standard business practice of having a Executive Director and a CFO that are generally employees of the company for which s/he serves, hired to fulfill those duties; and Article 16 regarding amendments to the Bylaws and Articles giving Directors, Delegates and Members the authority within certain parameters to make said amendments. As this a draft, between now and the Board telephone conference on Friday regarding this draft, we will continue making minor revisions, i.e. formatting, typographical errors, confirming accurate cross-referencing. Kevin and I both look forward to reviewing this draft and discussing open matters with you Friday in hopes of drawing the interim Board nearer to a final version of the Bylaws for consideration and voting."