PROPOSED AMENDMENTS TO

PACIFICA FOUNDATION BY-LAWS

(Originally adopted 9/30/61, incorporating subsequent amendments as indicated)

[For these proposed amendments deletions are indicated with strikeout text and additions with underlined text.]

ARTICLE I ONE: IDENTITY

NAME: As set forth in the Articles of Incorporation, the name of this corporation shall be is PACIFICA FOUNDATION, and shall be referred to in these By-laws as "The Foundation". (9/31/61)

ARTICLE II 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 Los Angeles, State of California, or at such other place as the Board of Directors may designate. (1/31/84)

SECTION 2 OTHER OFFICES: The Foundation shall also have offices at such other places within or without the State of California as the Board of Directors may from time to time designate. (9/30/61)

ARTICLE III: MEMBERS

SECTION 1: CLASSES OF MEMBERS: The Foundation shall have two (2) classes of members, 1) Listener-members and 2) Executive Members, with the following rights, privileges, preferences, restrictions, and conditions.

SECTION 2: LISTENER-MEMBERS:

A. Any listener (including any staff person) who sponsors a Pacifica station shall be a Listener-member. To sponsor a Pacifica station a listener shall have contributed either 1) the minimum annual membership dues (subscriptions) as defined and determined by the Board of Directors or 2) not less than the number of volunteer hours, within the previous twelve months, equal to the amount (rounded to the nearest whole number) of the minimum annual membership dues divided by the minimum wage of the state or district where the station is located. For a paid staff person to qualify as a volunteer contributor the hours counting toward contribution must be for hours toward activities not in the paid position

B. A listener may be a Listener-member for only one station at a time.

C. The Listener-members of each station shall have the power to adopt, amend, and repeal the bylaws of their respective station boards, subject only the limited power of the Executive Members to repeal any provision not in keeping with the purposes of the Foundation or the Foundation's By-laws. The procedure for proposing changes to the station bylaws to be voted upon by the Listener-members shall be as provided in each station's bylaws.

D. The Listener-members of each station shall have the sole power to vote for elected members to their respective station governing boards.

E. The Listener-members of each station shall have the power to elect one (1) member to the Board of Directors as provided for in Article IV.

F. The Listener-members of each station shall have the power to recall any elected or appointed member of their respective station governing boards or any Director elected by that station's Listener-members. Upon submission of a recall petition signed by at least 200 Listener-members a recall election shall be held at the next regular election or within 6 months whichever is less. Recall elections may be conducted by meeting, mail, telephone, or internet balloting as determined by the station governing board or station bylaws.

G. The Listener-members shall have the sole power to adopt, amend, and repeal any of the Foundation's Articles of Incorporation as proposed by majority vote of the Executive Members or two-thirds (2/3) majority vote of the Board of Directors.

H. Listener-members have the obligation and responsibility to support the purposes of the Foundation as provided in Article II of the Articles of Incorporation.

SECTION 3: EXECUTIVE MEMBERS:

A. The Listener-members elected to the Pacifica station governing boards shall be the Executive Members of the Foundation.

B. The Executive Members shall have the sole power to adopt, amend, and repeal the Foundation's By-laws.

C. The Executive Members shall have the power to propose by majority vote adoption, amendment, or repeal of any article of the Foundation's Articles of Incorporation.

D. The Executive Members shall have the power to review and repeal by two-thirds (2/3) majority vote any provision in a station's bylaws that violates the purposes of the Foundation, the Articles of Incorporation, the Foundation's By-laws, or any other provision of law. This power is limited to the power to repeal and shall not include or extend to a power to adopt or otherwise amend by addition any provision in a station's bylaws.

E. The Executive Members shall meet at least annually in full assembly 1) to receive the Board of Director's report on the State of The Foundation, 2) to consider changes to the Foundation's By-laws, 3) to consider proposing changes to the Articles of Incorporation, and 4) to consider any other matters of business as provided for in these By-laws or in the Articles of Incorporation. Any matter to be voted upon must have at least 30 days prior notice to the Executive Members or be approved for voting by a two-thirds (2/3) majority vote of the Executive Members present in assembly. A quorum for meetings of the Executive Members in full assembly shall be five Executive Members from each station or over half of the Executive Members currently in office whichever is less. Other meetings of the Executive members may be called by ten (10) percent of the Executive Members or by majority vote of the Board of Directors. The first order of business at any meeting of the Executive Members shall be to elect the presiding officer for the meeting who may or may not be a member of the Board of Directors.

F. The Executive Members of each station governing board shall have the power to elect one (1) Director to the Board of Directors from their station as provided in Article IV.

G. As Listener-members the Executive Members continue to have the obligation and responsibility to support the purposes of the Foundation as provided in Article II of the Articles of Incorporation and may be recalled for supporting policies in violation of the purposes of the Foundation or for any other reason consistent with law.

ARTICLE IV THREE: BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 1 MEMBERSHIP ON BOARD OF DIRECTORS:

A. Defined: Members of the Board of Directors shall be individuals who have been elected to the Board of Directors as hereinafter provided and are serving as such. (1/31/84)

B. Eligibility: Any person with an interest in the purpose and activities Listener-member of The Foundation and an ability to aid in its development and in the conduct of its affairs is eligible to be a member and director of the Board of Directors (hereafter Director) of The Foundation. (9/30/61)

C. Number: There shall be two (2) Directors from each station area and such number of at-large Directors as the Board of Directors shall from time to time decide but no more than five (5) at-large Directors. (9/30/61)

D. Duties and Powers: Subject to the provisions and limitation of the Articles of Incorporation and these By-laws, the Board of Directors shall have the duties and powers conferred upon it by the nonprofit corporation law of the State of California (9/30/61)

SECTION 2 ELECTION OF DIRECTORS: In order to be elected, a member must receive the nomination and vote of a majority of the station board which s/he represents, unless such member is classified as an "at large" member, in which event s/he must be elected by a 2/3 vote of the Board of Directors of the Foundation, voting by secret ballot, subject to approval of FCC council or FCC. (1/9/88)

A. One Director shall be elected by nomination and vote of the Executive Members of each station governing board. These Directors shall be regularly elected in years that are divisible by three (3) with no remainder.

B. One Director shall be elected by the Listener-members of each station upon nomination by petition signed by 100 Listener-members or from the floor at a Listener-member meeting scheduled for the election of the Director. These Directors shall be regularly elected in years that are divisible by three (3) leaving a remainder of two-thirds (2/3).

C. At-large Directors shall be elected by a two-thirds (2/3) majority of the currently sitting Board of Directors of the foundation, subject to any approvals required by federal law. These Directors shall be elected regularly in years that are divisible by three (3) leaving a remainder of one-third (1/3). If less than half of the directors elected by station boards are persons of color then it shall be the duty of the Board of Directors to nominate and elect persons of color as at-large directors so that the total number of persons of color on the Board of Directors is equal to or more than the number of Directors elected by the station governing boards. Each station board shall nominate at least one person of color as a permanent representative to the National Board.(2/9/91)

D. All elections of Directors shall be by "Instant Runoff Voting," the form of preference voting for single seat elections using the transferable ballot.

E. In the event of a vacancy, elections to fill an unexpired term of a station Director shall occur as provided for in the station's bylaws or in the case of at-large Directors as soon as the Board of Directors determines.

SECTION 3 LIMITATION OF TERMS: After any person has served as a Director for two consecutive three year terms, such person shall not be eligible for further service as a Director until one year has elapsed after the termination of such second consecutive three year term (2/19/66)

SECTION 4 REMOVAL OF A DIRECTOR: Any Director may be removed by the Board of Directors at any regular or special meeting by a two-thirds vote of all the members of the Board of Directors, provided that the grounds for such removal are submitted with the notice of said meeting and provided further that the said Director shall have a reasonable opportunity at said meeting to protest his/her removal. (7/1/77)

PROPOSED BY LAW LANGUAGE - FEBRUARY 1995

SECTION 5 (AT LARGE MEMBERSHIP

NOMINATING COMMITTEE AND BOARD PLEASE NOTE:

IN THE MAY 1993 MINUTES ONE OF THE MOTIONS RELATED TO THIS BY LAW AMENDMENT READS: That a By-law amendment be voted on at the next meeting of the National Board related to at-large positions and officers. All at large members will be elected for a one year term unless the at large member is an officer, then that person will serve a two year term. The maximum six year term limit shall not apply to at large members or officers.

HERE IS THE CHANGE PROPOSED BY THE NOMINATING COMMITTEE:

Be it resolved that the election of at-large members to the board is separate and distinct from the elections of foundation officers. People elected as officers of the foundation do not automatically become at large members by a duly passed motion. An at large member who is an officer, will serve a two year term. The maximum six year term limit shall not apply to at-large members or officers.

ARTICLE V FOUR: MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1 TIME AND PLACE OF MEETINGS: Meetings of the Board of Directors shall take place three (3) or more times per year, at such times, dates and places as designated by a majority vote of the Board of Directors at the previous meeting. The meeting nearest to September shall be referred to as the annual meeting and shall be concurrent with the annual meeting of the Executive Members for the report on the state of the Foundation. (1/31/84) All meetings shall occur in a location not farther than 25 miles from a Pacifica station's offices.

SECTION 2 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chair or by a majority vote of the Executive Committee or by a majority vote of the full Board. (1/31/84)

SECTION 3 NOTICE: Written notice of every regular and special meeting of the Board of Directors, stating the time and place of said meeting, and the purposes thereof, shall be mailed or delivered to the Board of Directors at least seven days before any such meeting. (9/30/61)

SECTION 4 QUORUM: A quorum at any meeting of the Board of Directors shall consist of one-third of the duly elected Directors. (1/31/84)

SECTION 5 ATTENDANCE: Any Director who shall have been absent from three consecutive meetings of the Board of Directors shall be automatically dropped from the Board unless such absences are excused by a majority vote of the Board of Directors. (7/31/76)

SECTION 6 ACTION BY UNANIMOUS WRITTEN CONSENT: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as a unanimous vote of such Directors. (2/19/66)

SECTION 7 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 (7/31/76)

ARTICLE VI FIVE: OFFICERS OF THE FOUNDATION

SECTION 1 DESIGNATION OF OFFICERS: The officers of Pacifica Foundation shall be a Chair of the Board of Directors, a Vice-Chair, a Secretary, a Treasurer, and such Vice-Chairs, Assistant Secretaries and Assistant Treasurers as may be authorized from time to time by the Board of Directors. (1/31/84)

SECTION 2 ELECTION AND REMOVAL OF OFFICERS:

A. ELECTION AND TERM OF OFFICES: The officers of the Foundation shall be elected by-annually in even numbered years by the Board of Directors, and shall serve for a term of two years, or until the election of their successors.(1/9/88)

B. REMOVAL: Any officers may be removed by the Board of Directors at any regular or special meeting by a majority vote of all of the members of the Board of Directors, provided that the grounds for such removal are submitted with notice of said meeting, and provided further that said officer shall have a reasonable opportunity at said meeting to protest his/her removal.(9/31/61)

ARTICLE VII SIX: EXECUTIVE DIRECTOR

SECTION 1 DEFINED: The Board shall employ a person designated as the Executive Director, whose duties will be as outlined in that document know as Organization and Procedures, and who shall serve as the chief executive of the Foundation. (1/31/84) The Executive Director's authority over a station's general manager and staff shall not include the authority to hire or terminate, which authority shall reside regularly in the station governing board or as delegated in the station's bylaws. If the Executive Director recommends the termination of a station staff member and the station board does not concur, then the Executive Director may appeal the decision to the Board of Directors who may terminate the staff person upon a two-thirds (2/3) majority vote.

SECTION 2 OVERSIGHT AND SUPERVISION OF THE EXECUTIVE DIRECTOR: Oversight and supervision of the Executive Director shall be the duty of the Board of Directors and may be delegated according to the structure provided in the document known as Organization and Procedures.(1/31/84)

ARTICLE VIII SEVEN: EXECUTIVE COMMITTEE

SECTION 1 ELECTION AND MEMBERSHIP:

A. At the annual meeting of even numbered years, there may be elected by the Board of Directors from among its members, an Executive Committee composed of the Chair of the Board, the Treasurer of the Foundation, the Secretary and the Vice-Chair of the Board and such other members as to make certain that each of the five signal areas has representation on the Executive Committee. The Executive Committee shall have only such powers as the Board shall delegate to it. Minutes of its meetings shall be furnished to each member of the Board of Directors before the following meetings of the Board of Directors. (1/8/88)

B. Vacancies of the Executive Committee may be filled by the Board of Directors at any meeting of the Board. (7/1/77)

SECTION 2 OTHER COMMITTEES: The Board of Directors may from time to time select other committees of its members for such purposes as are authorized by the corporate law of the State of California. (9/30/61)

ARTICLE IX EIGHT: GENERAL PROVISIONS

SECTION 1 RESIGNATION: Any person may resign his or her position by written resignation filed with the secretary of the Foundation.(1/31/84)

SECTION 2 MEMBERSHIP NOT TRANSFERABLE: Membership on the Board of Directors, or on the Executive Committee, or any position as Officer of the Foundation, is not transferable by assignment, inheritance, or by execution, bankruptcy, or other process of law. (9/30/61)

SECTION 3 EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF DIRECTORS, OR EXECUTIVE COMMITTEE, OR POSITION AS OFFICER OF THE FOUNDATION: Membership on the Board of Directors or the holding of any office in the Foundation, shall cease and terminate upon the death of the member, upon her/his withdrawal as provided in these By-laws, upon the termination of membership, or office-holding position, and thereafter, neither the heirs nor personal representative of the deceased members, or withdrawing or withdrawing and terminated members, or office-holders, shall have any claim whatsoever upon the assets of the Foundation, or any claim whatsoever arising out of said membership or the holding of said Directors, or officer of the Foundation. No member of the board of Directors, or officer of the Foundation, either while such a member or officer, or upon termination of membership or office, for any reason whatsoever, shall be entitled to the return of any monies theretofore paid by her/him or advanced to the Foundation as a contribution to the Foundation, or any station owned and operated by the Foundation. (1/9/88)

SECTION 4 NON-LIABILITY OF DIRECTORS: Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. (5/30/87)

SECTION 5 INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS: To the extent that a person who is, or was, a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgement against such person by reason of the fact that he or she is, or was an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgement against him or her, then indemnification against expenses, judgements, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Non-Profit Public Benefit Corporation Law. (5/30/87)

ARTICLE X: STATION GOVERNING BOARDS

SECTION 1: Each Pacifica station shall have a Station Governing Board whose members collectively shall also comprise the Executive Membership of the Foundation as provided in Article III.

SECTION 2: Each Station Governing Board shall have a bylaws adopted by the Listener-members of the station. The station bylaws may govern any activity of the station not in conflict with the Articles of Incorporation, these By-laws, or any Foundation policies adopted by the Board of Directors pursuant to these Bylaws.

SECTION 3; Each Station Governing Board shall have such elected or appointed committees as authorized by its station bylaws or by the Board of Directors pursuant to a mandate of Federal or State law.

SECTION 4: The number of members of a Station Governing Board shall be at least 10 and not greater than 24.

SECTION 5: The members of each station governing board shall be elected on staggered schedules of two, three, or four years as determined by the station's bylaws so that no more than one-half (1/2) and no less than one-fourth (1/4) of the Executive Members are elected to a station governing board at any one election, not counting the filling of vacancies.

SECTION 6: Elections for members of the Station Governing Boards shall be conducted so that at least three-fifths (3/5) of the seats open for regular election at any one time shall be elected by means of multiple candidate proportional representation voting using either 1) the "list or slate" system 2) the "preference or Single Transferable Vote" system or 3) a combination of the two voting systems, as provided by the station's bylaws. Any single candidate election (such as to fill a vacancy or when "mixed member" single district or constituency candidates voted in conjunction with a multiple candidate election) shall be conducted by the "instant runoff voting" preference method.

ARTICLE XI NINE: AMENDMENT OF BY-LAWS

SECTION 1: These By-laws may be amended, or repealed in whole or in part at any meeting of the Board of D1irectors Executive Membership, provided that the proposed changes have been submitted to each Executive Member of the Board of Directors with the notice of the meeting and provided further that the right of waiver of notice of meeting shall not apply. Waiver of notice of any specific proposed change shall only apply as provided in the following Section 2. In order to be adopted, any proposal must receive the majority vote of two-thirds of all Executive Members of the Board of Directors present and voting or voting by signed ballot received before the meeting at which the proposal is voted upon convenes. The Directors Executive Members voting by mail ballot must attach an exact copy of the proposal being voted upon to their ballots.(9/30/61)

SECTION 2: Proposals to adopt, amend, or repeal any provision of these By-laws may be made by majority vote of the Board of Directors or the Executive Members at a prior meeting. A proposal and adoption by two-thirds (2/3) vote of the Executive Members in attendance at any meeting where notice was given that adoption, amendment, or repeal of any provision of these By-laws would be voted upon will constitute a waiver of notice of any specific proposed changes provided that the proposal is ratified by three-fifths (3/5) of the Station Governing Boards. by majority vote within the immediately following three (3) months.

ARTICLE XII: TEN RULES OF ORDER

As to any matter not herein specified, Robert's Rules of Order (revised edition) shall apply. (9/30/61)

END

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