Legal basis of inspection rights

California Corporations Code §6334:
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.

California Corporations Code §6337:
In any action or proceeding under this article, and except as required by Section 6331 [which addresses inspection of the membership list by other members, not directors], if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award the member reasonable costs and expenses, including reasonable attorneys' fees, in connection with such action or proceeding.

Pacifica Bylaws, Article Twelve, Section 3:
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.

Letter notifying foundation of intent to inspect documents at WBAI

March 24, 2005                            Via electronic mail

Dan Coughlin, Executive Director
Lonnie Hicks, Chief Financial Officer
Don Rojas, WBAI General Manager
Pacifica Foundation
1925 Martin Luther King Jr. Way
Berkeley, Ca. 94704

Re: Director’s Intent to Inspect Foundation Records and Documents Dear Mr. Coughlin, Mr. Hicks, and Mr. Rojas:

As you know we have the rights as directors under Article 12 Sections 3 & 5 of our bylaws and California Corporations Code Section 6334 to inspect and copy records of the Foundation.

LaVarn Williams will be arriving in NYC a day before the PNB meeting begins. Ms Williams and I serve on the Pacifica National Board and its Finance Committee. We would like to take advantage of this opportunity to work together to inspect some relevant documents at WBAI.

We would like to come to WBAI studios on Thursday, March 31st at 10AM. We could also be available on Friday, April 1st at 9AM or Monday, April 4th at 9AM. We would like to visit WBAI to see the records.

Please have available for our visit the following documents:

*Reimbursable expenses including petty cash vouchers for the past year (February 2004-February 2005)
*Cash Receipts
*Consultant contracts and related invoices for the past year (February 2004- February 2005)
*Payroll sheets (bi-monthly) and contractor payments for the past year (February 2004-February 2005)
*Check ledger for FY04 and up to the present.
*Signed conflict of interest statements and disclosures.

We hope to fulfill our responsibilities as directors with as little inconvenience to your office as possible. We will appreciate your full cooperation and the use of your copy machine as needed.

Thank You,

Patty Heffley
LaVarn Williams
-Pacifica Foundation Directors

cc:
Pacifica National Board
and
Don Rojas
WBAI Radio
120 Wall Street, 10th Floor
NYC, NY 10005