Here's an E-mail from Carol Spooner, secretary of the interim Pacifica National Board containing the latest version of the proposed Pacifica Bylaws that will be considered on October 13/14.

Subject:           [NewPacifica] Re: Bylaws - KPFA 9/13/02 Revisions
Date:           Mon, 30 Sep 2002 05:31:59 -0000
From:           "Carol Spooner" 
To:           NewPacifica@yahoogroups.com

R.Paul Martin wrote: 
> How about posting it where we can all see it?
> -- 

PACIFICA FOUNDATION BYLAWS
[KPFA SUBCOMMITTEE PROPOSAL  DRAFT B-Revised 9/13/02]



ARTICLE ONE
IDENTITY AND PURPOSE

SECTION 1.  NAME
The name of this corporation is PACIFICA FOUNDATION, and it shall be 
referred to in these By-Laws as "The Foundation".

SECTION 2.  PURPOSES
The purposes of The Foundation are stated in Article II of the 
Articles of Incorporation, 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 and subject in their operation to 
the regulatory actions of the Commission under the 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 corporation 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, POLICIES AND PRACTICES
Because the activities of the Foundation are supported by diverse 
communities of listeners, volunteers, community organizations, 
employees, members and contributors, because the basis of the 
Foundation's governance is democratic, because the Foundation 
endeavors to recruit a staff that is diverse with respect to race, 
ethnicity, nationality, gender, age, sexual preference and disability 
at all levels and to maintain a working environment that is free of 
discrimination, because of the primacy of the tradition of 
volunteerism in the Foundation, and because the Foundation exists to 
promote understanding of the causes of conflict between people of all 
nations, races, creeds and colors, all of the roles and relationships 
within the Pacifica communities should promote collaborative 
processes and respectful dialogue, where, to the greatest extent 
practicable, all affected persons are consulted and given an 
opportunity to be heard, both within the governing structure, and in 
the management of the Foundation, as well as in its relations with 
the diverse communities it serves.  These By-Laws shall be augmented 
wherever possible, by resolutions of the Board of Directors and Local 
Station Boards establishing policies, and implemented through written 
Operating Guidelines and Procedures stipulating practices by which 
the Board of Directors exercises its fiduciary responsibilities and 
holds management accountable to theses principles.


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.

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.


ARTICLE THREE
MEMBERS OF THE FOUNDATION

SECTION 1.  DEFINED
There shall be two classes of members:  (A) "Listener- Sponsor 
Members", and (B) "Staff Members".

        A.  LISTENER-SPONSOR MEMBERS
"Listener-Sponsor Members" shall be any natural persons who within 
the preceding 12-month period:   (1) has contributed a minimum $25 
donation to any Pacifica radio station, or such minimum amount as the 
Board of Directors may from time to time decide, or has volunteered a 
minimum of 3 hours' work to any Pacifica radio station.

        B.  STAFF MEMBERS
"Staff Members" shall be: (1) any non-management permanent paid 
employee of a Pacifica radio station, or any unpaid worker or 
volunteer who has worked for any Pacifica radio station at least 15 
hours in the preceding 3 months or at least 30 hours in the preceding 
year.

        C.  SINGLE MEMBERSHIP
Membership shall be determined by radio station area, and each 
Pacifica Foundation radio station shall maintain a register of its 
Listener-Sponsor Members and Staff Members. In the event that a 
person qualifies for membership in more than one radio station area, 
he or she shall be entitled to only one membership and shall notify 
the Foundation of which radio station area s/he wishes to be a 
member. In the event that a person qualifies both as a Listener-
Sponsor Member and as a Staff Member, such person shall be deemed to 
be a Staff Member.

        D. WAIVER OF REQUIREMENTS
A Local Station Board may choose to waive the gift requirement for 
Listener-Sponsor Membership for reasons of financial hardship for 
anyone who, due to incarceration or disability, cannot volunteer 
his/her time.

SECTION 3.  RIGHTS

A.      ELECTION AND REMOVAL OF DELEGATES; REMOVAL OF DIRECTORS
The Members of a radio station area shall have the right elect 
Delegates and to remove any Delegate elected by them and any Director 
elected by the Delegates from their radio station area the manner 
provided in Article Five of these Bylaws and consistent with the 
provisions of Section 5222 of the California Corporations Code.  The 
removal by the Members of any Delegate who is also serving as a 
Foundation Officer or Director shall serve to remove that Director 
from the Board of Directors and from all offices of the Foundation.

B.  AMENDMENT OF BYLAWS
Any amendment of these bylaws that materially adversely affects the 
rights of the members, or any class of members, shall require the 
vote of approval of the members, or affected class of members, in 
order to be effective.  Any amendment of the Foundation bylaws that 
changes the number of Local Station Board Delegates or Foundation 
Directors, or the manner of election of Delegates or Directors, or 
the powers of Local Station Boards, shall require the vote of 
approval of the members, or affected class of members, in order to be 
effective.

C.  AMENDMENT OF ARTICLES OF INCORPORATION
The Members shall have the right to approve or reject amendments to 
the Foundation Articles of Incorporation, as set forth in Article 
XVII, below.
D.  APPROVAL OF ACQUISITION OR DISPOSITION OF MAJOR ASSETS
The Members of the Foundation shall have the right to approve or 
reject the acquisition or disposition of major Foundation assets, for 
example real property and radio broadcast licenses.

SECTION 3.  QUORUM
For purposes of any election or written ballot, a quorum of the 
Listener-Sponsor Members shall be 10% of those entitled to vote, and 
a quorum of the Staff members shall be one-third (1/3) of those 
entitled to vote, as of the applicable record date.

SECTION 4.  RECORD DATE
The record date for purposes of determining the members entitled to 
notice, voting rights, written ballot rights, or any other right with 
respect to any other lawful membership action, shall be 45 days 
before the first written ballot or notice is mailed.

SECTION 5.  PROXIES
All action taken by Members shall be taken by the Members personally. 
The powers of Members may not be exercised by alternates, by proxy or 
the like.


ARTICLE FOUR
ELECTION OF DELEGATES

SECTION 1.  DELEGATES DEFINED
Delegates shall be any eligible natural persons elected by the 
Members, or class of Members, and is serving as such.  Delegates 
shall serve as the Members' representatives in electing Foundation 
Directors.  Delegates may only act personally at a meeting or by 
written ballot and may not act by proxy.

SECTION 2.  NOMINATION OF DELEGATES
A.  NOMINATION PROCEDURES
Nominations for the office of local station Delegate shall open on 
September 1st of each year and close on November 1st.   Nomination 
papers shall be delivered to an independent and neutral elections 
coordinator, who shall not hold any elective Foundation office and 
who shall not be an employee of the Foundation, who shall be chosen 
by each Local Station Board, by majority vote, to oversee and certify 
the fairness of the elections and conformity with these bylaws. 
Nomination papers shall consist of the required number of signatures 
on a form to be provided by the election coordinator, a statement of 
whether the candidate is running for election as a Listener-Sponsor 
Member or a Staff Member, and a statement up to 500 words in length 
by the candidate which shall be mailed to the voting members. The 
names of up to ten (10) nominators may be listed at the end of a 
candidate's statement. The candidate shall also indicate his/her 
gender, and racial or ethnic heritage, i.e., European, African, Latin 
American, Native American, Asian, Pacific Islander, Arab, or declines 
to state.  
B.     ELIGIBILITY
        1.  Listener-Sponsor Member Delegates:  Any Listener-Sponsor 
Member in good standing may be nominated for the position of Delegate 
by the signatures of ten (10) Listener-Sponsor Members in good 
standing, provided that no person who holds any elective or 
appointive public office at any level of government  federal, state 
or local  or is a candidate for such office, or who has held such 
elective or appointive office within the preceding 3 years, shall be 
eligible for election to the position of Delegate, and further 
provided that no Pacifica national or radio station management 
personnel shall eligible.  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.  Staff Member Delegates:  Any Staff Member in good 
standing may be nominated for the office of Delegate by the 
signatures of five (5) Staff Members in good standing, provided that 
no person who holds any elective or appointive public office at any 
level of government  federal, state or local  or is a candidate for 
such office, or who has held such elective or appointive office 
within the preceding 3 years, 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.

SECTION 3.  ELECTION OF DELEGATES

A.  LISTENER-SPONSOR DELEGATES
The Listener-Sponsor Members for each station area shall elect twelve 
Delegates who shall sit on the Local Station Board.  One third of the 
Listener-Sponsor Delegates shall be elected annually by mail ballot 
by the Listener-Sponsor Members of each radio station  ,  , subject 
to the diversity criteria specified below.  Cumulative Voting is 
permitted.  The Proportional Representation "Single Transferable 
Voting Method" is permitted and may be utilized if approved by 
majority vote of the Local Station Board.  There shall be a 30-day 
period for return of ballots after mailing, and the ballots shall be 
counted and the election results certified by the Elections 
Coordinator not later than December 29th of each year. 

B.    STAFF DELEGATES
The Staff Members for each station area shall elect six Delegates who 
shall sit on the Local Station Board.  One third of the Staff 
Delegates shall be elected annually by the Staff Members of each 
radio station area by mail ballot , subject to the diversity criteria 
specified below. Cumulative voting is permitted. The Proportional 
Representation "Single Transferable Voting Method" is authorized and 
may be utilized, if approved by majority vote of the Local Station 
Board. There shall be a 30-day period for return of ballots after 
mailing, and the ballots shall be counted and the election results 
certified by the Elections Coordinator not later than December 29th 
of each year.

SECTION 4. DIVERSITY GOALS
[Two alternatives:  the first alternative is STRONGLY recommended by 
the KPFA Committee, the second alternative is not recommended by the 
KPFA Committee, but is offered as a possible "compromise" position]

EITHER
[STRONGLY recommended by KPFA Committee]

It is the goal of the Foundation that a minimum of 50% of the 
Delegates shall be racial/ethnic minorities and a minimum of 50% of 
the Delegates shall be women. To that end, in any election of 
Delegates half the number of seats to be filled shall be filled by 
the top vote-getters who are racial/ethnic minorities and half the 
number of seats to be filled shall be filled by the top vote-getters 
who are women, regardless of whether or not they are among the top 
vote-getters overall. However, for purposes of applying this rule, no 
person shall be elected a Delegate who does not receive at least one-
half () the number of votes as the last person who would have been 
elected were it not for the diversity goals. After all the ballots 
are counted, the election coordinator shall examine the results to 
determine whether the diversity goals for the Local Board have been 
met in the aggregate and not just incrementally, and if they have not 
been met, then s/he shall look to see if there are candidates who are 
minorities and/or women who received at least half the number of 
votes of the lowest vote-getter who would otherwise be elected, and 
s/he shall declare them elected in order of highest number of votes 
received, replacing the candidates who would have been elected in 
order of lowest number of votes received. For example: if there are 4 
seats to be filled and the top 4 vote-getters are 3 non-minority men 
and one minority woman, the non-minority man with the least votes who 
would have been elected will be replaced with the next highest 
votegetter who is either a minority or a woman provided s/he has 
obtained at least half of the votes of that non- minority man being 
replaced. The elections coordinator will then examine the results 
again to see if the diversity goals for both minorities and women has 
been met in the aggregate, and if not, s/he will replace the next 
lowest non-minority man who would have been elected with the next 
highest minority or woman with the minimum required number of votes 
who will fulfill the diversity goals.

OR
[NOT recommended by KPFA Committee] 

It is the goal of the Foundation that a minimum of 50% of the 
Delegates shall be racial/ethnic minorities and a minimum of 50% of 
the Delegates shall be women. To that end, the candidate pool shall 
be limited so that the number of men and women candidates and the 
number of racial/ethnic minorities and caucasian candidates shall be 
equal within plus or minus one. I.e., if there are 5 women candidates 
there can be no less than 4 nor more than 6 men candidates. The 
Elections Coordinator shall number nomination papers in the order 
received and fill the candidate pool of men and women and 
racial/ethnic minorities and caucasians on a first come first served 
basis. Thus, if the first three nomination papers received are from 2 
men and 1 woman, no other men shall be admitted to the candidate pool 
until nomination papers are received an additional woman. This 
provision shall not apply if the number of candidates is less than 
200% of the number of seats to be filled, in which case all nominees 
shall be qualified as candidates.

SECTION 5.  FAIR CAMPAIGN PROVISIONS
No Foundation or radio station management or staff may use air time 
to endorse or campaign or recommend for or against any candidate for 
election to Station Board Delegate, or give air time to some 
candidates but not others. All candidates for election shall be given 
equal opportunity for air time, and such air time shall be specially 
set aside for candidates statements and questions and answers from 
the listeners. No Foundation or radio station management or staff may 
give written endorsements to any listener-sponsor delegate 
candidates. Neither the Board of Directors nor any Local Station 
Board may, as a body, endorse any candidate(s) for election to the 
Local Station Board(s), however individual directors and Local 
Station Board Delegates who are members in good standing may endorse 
or nominate candidates.

SECTION 6.  DELEGATES' TERMS, LIMITATION OF TERMS
The term of a Delegate shall be three (3) years. A Delegate may serve 
two (2) consecutive three-year terms.   A Delegate shall not be 
eligible for further service as a Director until one year has elapsed 
after the termination of a Delegate's second consecutive three- year 
term.


ARTICLE FIVE
 DIRECTORS OF THE FOUNDATION

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

A.  DEFINED
The Directors of the Foundation shall be natural persons who have 
been elected to the office of Director as set forth in these bylaws, 
and are serving as such.

B.  ELIGIBILITY
Any Local Station Board Delegate who is currently serving and has 
served at least one year as a Delegate   is eligible to be elected to 
the office of Director, and any natural person nominated by 
a "Pacifica Affiliate" or by two Local Station Boards is eligible to 
be elected an "at large" Director, provided, however, that the Chair, 
Vice-Chair, Secretary and Treasurer of any Local Station Board may 
not concurrent hold the office of Foundation Director and must resign 
his/her Local Station Board office upon election to the office of 
Foundation Director, and provided further that no person who holds 
any elective or appointive public office at any level of government  
federal, state or local  or is a candidate for such office, or who 
has held such elective or appointive office within the preceding 3 
years, shall be eligible for election to the office of Director of 
the Pacifica Foundation. A Director shall be deemed to have resigned 
the office of Director if s/he becomes a candidate for public office 
or receives a political appointment during his or her term as a 
Director. This restriction shall not apply to civil service 
employment by governmental agencies.

C.  NUMBER
[Two Alternatives]

EITHER
        1.  There shall be a minimum of fifteen (15) and a maximum of 
eighteen (18) directors of the Foundation.

OR
        1.  There shall be a minimum of fifteen (15) and a maximum of 
twenty eight (28) directors of the Foundation.

        2. A change in the minimum or maximum number of directors, or 
a change from a variable to a fixed number of directors, requires the 
vote of approval of the members.

D.  EX OFFICIO DIRECTORS
The Foundation Executive Director, the Director of the Pacifica 
Foundation Archives, and a Recording Secretary and Chief Financial 
Officer (if either or both are appointed) shall be ex officio non-
voting members of the Board of Directors. Ex Officio members shall 
not be counted in determining the maximum or minimum number of 
Foundation Directors.

E.      POWER AND AUTHORITY
Subject to the provisions of the California Nonprofit Public Benefit 
Corporation law and any limitations in the Articles of Incorporation 
and 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 of Directors.

F.  DUTIES
The ongoing duties of the Directors are to ensure fulfillment of the 
purposes of the Foundation as set forth in the Articles of 
Incorporation; to ensure compliance with applicable state and federal 
laws; to ensure the financial health of the Foundation by adoption 
and monitoring of an annual budget and to oversee an independent 
annual audit of the Foundations books and accounts; to ensure regular 
communication with the Members at all levels and areas of the 
Foundation; to appoint, supervise and remove, employ and discharge, 
the Executive Director of the Foundation; to meet at such regular 
times and places as required by these Bylaws and to meet at such 
other times as may be necessary in order to carry out the duties of 
Directors; to register their addresses, telephone numbers, and email 
addresses with the Secretary of the Foundation. Notices of meetings 
mailed, transmitted by telecopier facsimile, or emailed to them at 
such addresses shall be valid notices thereof.

SECTION 2.  TERMS
The term of a Director shall be three (3) years.  A director may 
serve two (2) consecutive three-year terms.  A Director shall not be 
eligible for further service as a Director until one year has elapsed 
after the termination of a Director's second consecutive three- year 
term.

SECTION 3.  NOMINATION OF DIRECTORS

A.  STATION REPRESENTATIVE DIRECTORS
Any Delegate serving on a Local Station Board may nominate any other 
eligible Delegate serving on the same Local Station Board for the 
office of Director.

B.  AT-LARGE DIRECTORS 
        The board of directors, or equivalent governing body, of 
any "Pacifica Affiliate" may nominate any eligible natural person for 
the office of Director. For these purposes, "Pacifica Affiliate" is 
defined as any non- commercial broadcaster -- radio, digital, 
internet, or the like  that broadcasts Pacifica programming, either 
by permission or by contract with the Pacifica Foundation. By 
majority vote of the Delegates present and voting on two Local 
Station Boards, any two Local Station Boards may nominate any 
eligible listener-sponsor member of the Foundation, who is not then 
serving as a station board Delegate on any Local Station Board, to 
the office of Director.

SECTION 4.  ELECTION OF DIRECTORS

A.  STATION REPRESENTATIVE DIRECTORS
 [Two Alternatives]

EITHER
Each Local Station Board shall elect from among its then current 
Local Station Board Delegates, by majority vote of the Delegates 
present and voting, three Directors to represent that station on the 
Foundation Board of Directors, two of whom shall be listener-sponsor 
members and one of whom shall be a staff member.  These elections 
shall take place in January of each year and be staggered so that one 
Director is elected by each Local Station Board each year. 

OR
Each Local Station Board shall elect from among the then current 
Local Station Board Delegates, by majority vote of the Delegates 
present and voting, three Directors to represent that station on the 
Foundation Board of Directors, two of whom shall be listener-sponsor 
members and one of whom shall be a staff member. In addition, if a 
station has more than 15,000 subscribers who have contributed the 
minimum amount required for membership, or more, during the prior 
twelve months, the Local Station Board shall elect a fourth Director 
who shall be a listener-sponsor member; and if a station has more 
than 25,000 subscribers who have contributed the minimum amount 
required for membership, or more, during the prior twelve months, the 
Local Station Board shall elect a fifth Director who shall be a staff 
member.  These elections shall take place in January of each year and 
be staggered so that, at most, two Directors are elected by each 
Local Station Board each year. 

B.  AT-LARGE DIRECTORS
The Board of Directors may, in its discretion, elect up to three (3) 
Directors nominated either by a Pacifica Affiliate or by two Local 
Station Boards, by 2/3rds majority vote of the Directors present and 
voting, 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 7.  REMOVAL OF DIRECTORS

A.  BY BOARD OF DIRECTORS
Any Director shall be removed automatically for unexcused absences as 
set forth in Article Five.

B.  BY LOCAL STATION BOARD DELEGATES
Any Director may be removed by the Delegates of the Local Station 
Board that elected him or her at a regular or special meeting by 
three-fifths (3/5ths) majority vote of all the Delegates for that 
Local Station Board, provided that the grounds for such removal are 
submitted with the notice of the meeting and, provided further, that 
the said Director shall have a reasonable opportunity at said meeting 
to protest his/her removal.  Notwithstanding the requirement that the 
grounds for removal need to be stated, removal need not be for cause 
in the legal sense.

C.  BY THE MEMBERS
Upon the petition of fifty (50) of the Members of the Radio Station 
area that a Director represents, a Director may be removed by a 
majority vote of the Members of that station area voting in a recall 
election.  If recall procedures have not been established by the 
Board of Directors, then the Local Station Board Committee for that 
station area shall determine the recall procedures within thirty (30) 
days of the submission of a recall petition.

In the case that the Sponsor Members recall any Local Station Board 
delegate who has been elected to the Board of Directors of the 
Foundation, this shall have the effect of removing the director from 
the Board of Directors.

SECTION 8.  VACANCY
If a Station Representative Director's seat becomes vacant for any 
reason, that seat shall be filled for the remainder of the term by 
the Local Station Board for that station area.


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 currently being 
compensated by the Foundation for services rendered it within the 
previous twelve (12) months, whether as a full- or part-time officer 
or other 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 SIX
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1.  TIME AND PLACE OF MEETINGS
The Annual Meeting of the Board of Directors shall take place in 
March, at such times, and places as designated by a majority vote of 
the Board of Directors at the previous meeting. The Board shall also 
regularly meet in June and September of each year. All meetings shall 
occur at a location not farther than 25 miles from the offices of a 
Foundation radio station, and 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. Directors may attend in person, or by telephone or 
video conference, or other electronic means, provided that all 
Directors may hear one another, at all times.

SECTION 2.  SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Board 
Chair, any two Officers of the Board, by a majority of the Executive 
Committee, or by any five members of the Board.

SECTION 3.  NOTICE
Written 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 member of the Board of Directors by first class 
mail or private courier, telecopier or email, according to the 
preference each director specifies in writing to the Foundation 
Secretary, at least thirty (30) days before any such meeting.  
Special meetings shall require only 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.  All 
meetings shall be announced a minimum of three times daily on air for 
five days on all Pacifica radio stations.

SECTION 4.  OPEN MEETINGS
All meetings of the Board of Directors shall be open to the public, 
except for discussion of personnel, legal or proprietary matters 
which are permitted to be discussed in executive session, provided 
that a statement of the reason for the executive session is made 
public.

SECTION 5.  QUORUM
A quorum at any meeting of the Board of Directors shall consist of 
one-half (1/2) of the duly elected Directors.

SECTION 6.  ATTENDANCE
Any Director who is absent for three (3) consecutive meetings of the 
Board of Directors shall be deemed to have resigned and shall be 
automatically removed from the Board unless at least one of the 
absences has been excused by majority vote of the Directors present 
and voting at the meeting.

SECTION 7.  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.

SECTION 8.  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.


ARTICLE SEVEN
 COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1.  EXECUTIVE COMMITTEE
There shall be an Executive Committee of the Board of Directors 
consisting of the Board Chair, Vice Chair, Secretary and Treasurer 
and such other Directors as may be necessary so that there is at 
least one Executive Committee Member from each radio station area at 
all times. Executive Committee Members who are not Foundation 
officers shall be elected by majority vote of the directors present 
and voting. The Executive Committee shall NOT have the full authority 
to act on behalf of the full board, unless such authority has been 
specifically delegated to it by resolution of the board for a 
specific purpose.  The Executive Committee may meet on twenty four 
hours telephone notice to all Executive Committee members to respond 
to such matters as may arise between board meetings as may require 
their attention. The Executive Committee may refer the matter to an 
appropriate board committee, or may convene a special meeting of the 
full board, or may refer the matter to the Executive Director for 
recommendations or action, as they deem appropriate. Within five days 
after any Executive Committee Meeting the Secretary shall circulate 
to the full Board of Directors Minutes of the meeting stating the 
reason for the meeting, and the action taken by the Executive 
Committee.

SECTION 2.  STANDING COMMITTEES
There shall be three standing national committees of the board:  
Programming, Budget, and Governance.  In addition, the five Local 
Station Boards, described in Article 8, below, shall be standing 
committees of the board.

All committees of the board except the Executive Committee and the 
Local Station Boards shall be comprised of at least one director and 
one Local Station Board member from each station area, in order to 
coordinate local and national planning and to foster collaborative 
relations throughout the Pacifica network.

A.      PROGRAMMING COMMITTEE
There shall be a Program Committee which shall review and evaluate 
the programming of all Pacifica radio stations and national 
programming to insure that each station is fulfilling the purposes of 
the Foundation.  The Program Committee members shall consist of one 
director from each station area, and two Local Station Board members 
from each station area who shall be elected by their respective Local 
Station Boards. In addition, up to three at-large directors may serve 
on this committee.   In the event that the Program Committee 
determines that a local station is not adequately fulfilling 
Pacifica's purposes, the committee shall meet and confer with 
Executive Director, the Station Manager, and the Local Station Board 
for that station to develop corrective plans and policies, and may 
make recommendations for corrective action to the full Board of 
Directors

B.  BUDGET COMMITTEE
The Foundation Treasurer and one director from each station area 
(which may include the Treasurer) and the Treasurers of the five 
Local Station Boards shall constitute the National Budget Committee, 
which shall have the duty to prepare, in consultation with 
appropriate national and station staff and other local and national 
committees, a recommended annual budget for all Foundation operations 
for approval by the Board of Directors in September prior to the 
commencement of the next fiscal year. The National Budget Committee 
shall issue quarterly "budget vs actual" reports to the Board of 
income and expenses for all Foundation operations.

C.  GOVERNANCE COMMITTEE
There shall be a Governance Committee which shall bi-annually review 
the Foundation Bylaws and make recommendations as needed, and which 
shall develop recommended Operating Guidelines and Procedures for the 
Board.  The Governance Committee members shall consist of at least 
one director from each station area, and two Local Station Board 
Members from each station area.  In addition, at-large directors may 
serve on this committee.

SECTION 6.  OTHER ADVISORY COMMITTEES
The Board may establish such other advisory committees as may be 
needed to assist the Board in developing plans and initiatives to 
further Pacifica's mission and purposes in areas such as: membership 
and organizational development; affiliate relations; programming for 
community development, peace and social justice; financial planning; 
fundraising and development; technological and infrastructure 
development; new station planning; review of governance structures 
and procedures. All advisory committees, whether standing or ad hoc, 
shall have at least one Director and two Local Station Board members 
from each station area. All committee members shall be elected by 
majority vote of the Board of Directors or their respective Local 
Station Boards, as appropriate.


ARTICLE EIGHT
LOCAL STATION BOARDS

SECTION 1.  LOCAL STATION BOARDS
There shall be one Local  Station Board for each Foundation radio 
station.

SECTION 2.  COMPOSITION
The Delegates elected as described in Article Three, Section 3 (F) 
(including the Directors elected as described in Article Four, 
Section 4, to represent that station on the Board of Directors) in 
each station area shall comprise the Local Station Board for that 
radio station.  Each Local Station Board shall serve as a standing 
committee of the Board of Directors for its respective radio 
station.   

SECTION 3.  DUTIES
The ongoing duties of the Local Station Boards are:     (1)   to 
review and approve the station's annual budget prior to submission to 
the Board of Directors for approval, and to make quarterly reports to 
the Board of Directors of the station's budget vs. actual income and 
expenses;       (2)  to recommend to the Executive Director the 
hiring or firing of the station General Manager.  No station General 
Manager shall be hired, retained, or fired against the recommendation 
of the Local Station Board, unless the Board of Directors approves 
the action by majority vote.  A proposal to discharge the General 
Manager that does not originate with the Local Station Board must be 
submitted to that Board first.  The Local Station Board shall 
annually evaluate the station General Manager's performance and 
provide a written report to the Board of Directors. 
        (3)  to recommend to the General Manager the hiring or firing 
of the station Program Director.  No Program Director shall be hired, 
retained, or fired against the recommendation of the Local Station 
Board, unless the Board of Directors approves the action by majority 
vote.  A proposal to discharge the Program Director that does not 
originate with the Local Station Board must be submitted to that 
Board first. The Local Station Board shall annually evaluate the 
Program Director's performance and provide a written report to the 
Board of Directors.
        (4)   to work with station management and staff to ensure 
that station policies and procedures for making programming 
decisions, and for evaluating programming, are working in a fair, 
collaborative and respectful manner to provide quality programming 
that fulfills Pacifica's purposes and is responsive to the diverse 
needs of the listeners and communities served by the station.   
        (5)   to report station board activities regularly, and no 
less frequently than quarterly, on the air to the station listeners.  
        (6)   to conduct at least quarterly "Town Hall" style 
meetings devoted to hearing the station listeners' views, needs and 
concerns.       (7)   to assist in the fundraising activities of the 
station.        (8)   to form open committees to carry on the work of 
the Local Station Board so that station area members may join the 
committees and assist the board to the extent appropriate, taking 
care to keep confidential personnel, legal and proprietary matters.  
        (9)   to actively reach out to under-represented communities 
to help the station serve a diversity of people of all races, creeds, 
colors and nations, classes, abilities, and to reach out to community 
groups to help build collaborative relations with other organizations 
working for similar purposes.   (10)   to perform community needs 
assessments, or to see to it that such assessments are performed by a 
separate "Community Advisory Board", as may be required as a 
condition of grants from the Corporation for Public Broadcasting.

SECTION 4.  ADDITIONAL POWERS AND AUTHORITY
By resolution of the Board of Directors, the Board of Directors may 
delegate to a Local Station Board any corporate powers of the 
Pacifica Foundation with regard to that radio station, subject to 
revocation of that delegated power at any time by the Board of 
Directors, and provided however that any resolution of or policy 
adopted by a Local Station Board may be overridden by majority vote 
of the Board of Directors.  The powers delegated to one Local Station 
Board need not be the same for all Local Station Boards, and 
delegation of such power and authority may be on a case by case basis.

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 January 
each year for a term of one year. Each Local Station Board shall also 
elect representatives to other committees of the Board of Directors, 
as may be required from time to time. None of the Local Station Board 
officers may concurrently serve as a Foundation Director, and if 
elected to the office of Director, they shall resign their local 
Station Board office.

SECTION 6.  MEETINGS
The Local Station Board shall meet as often as required to accomplish 
it duties, and no less than every other month.  All meetings shall be 
open to the public, and there shall be no less than one half hour 
allotted to public comment at each meeting.  The Local Station Board 
may meet in executive session to address personnel, legal or 
proprietary matters.

SECTION 7.  QUORUM
A quorum shall be one half of the duly elected Local Station Board 
Delegates.

ARTICLE NINE
OFFICERS OF THE FOUNDATION

SECTION 1.  DESIGNATION OF OFFICERS

A.  DIRECTOR OFFICERS
The Officers of Pacifica Foundation shall be a Chairperson of the 
Board of Directors, a Vice-Chair, a Secretary, a Treasurer.  The 
Chairperson of the Board shall not concurrently hold any other 
Foundation office.  The Treasurer must be qualified as a Certified 
Public Accountant, and if no qualified Director is available, willing 
to serve and elected, then the board shall employ the services of a 
non-director Treasurer who shall serve at the pleasure of the board.

B.  NON-DIRECTOR OFFICERS
In addition to a non-Director Treasurer, as permitted above, the 
board may employ such Assistant Secretaries and Assistant Treasurers 
as may be authorized from time to time by the Board of Directors.  
Any such non-Director officers shall serve at the pleasure of the 
Board.  

SECTION 2.  DUTIES OF OFFICERS
The duties of the officers of the Foundation shall be set out in 
board guidelines and procedures.  

SECTION 3.  ELECTION, TERMS AND REMOVAL OF OFFICERS

A.  ELECTION OF OFFICERS
The Officers of The Foundation shall be elected bi-annually in odd 
numbered years by the Board of Directors at the Annual Meeting in 
March.

B.  TERMS OF OFFICERS
Director Officers shall serve for a term of two years or until the 
election of their successors, which ever is later, unless he or she 
resigns or is removed or is otherwise disqualified to serve before 
such time.  No officer may continue to serve as an officer past the 
expiration of his/her term as Director.

C.  REMOVAL OF OFFICERS  
Any officer may be removed from his/her office 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 or her removal.

D.  VACANCIES
In the event that an officer fails to complete his/her term for any 
reason, the Board of Directors shall fill the vacancy for the 
remainder of the term.


ARTICLE TEN
 EXECUTIVE DIRECTOR

SECTION 1.  EXECUTIVE DIRECTOR
The Board shall employ a person designated as the Executive 
Director.  The Executive Director shall be hired, supervised and 
fired by the Board of Directors.  In addition, his or her performance 
shall be annually evaluated by each Local Station Board, which may 
make recommendations to the Board of Directors.

The Executive Directors shall be the chief executive officer of the 
Foundation and shall, subject to the control of the Board of 
Directors, supervise and control the affairs of the Foundation.  He 
or she shall perform all duties incident to his or her office and 
such other duties as may be required by law, by the Articles of 
Incorporation of this Foundation, or by these Bylaws, or which may be 
prescribed from time to time by the Board of Directors.  Except as 
otherwise expressly provided by law, by the Articles of 
Incorporation, or by these Bylaws, he or she shall, in the name of 
the Foundation, execute such deeds, mortgages, bonds, contracts, 
checks, or other instruments which may from time to time be 
authorized by the Board of Directors.


ARTICLE ELEVEN
 GENERAL PROVISIONS

SECTION 1.  RESIGNATION
Any Director or Officer may resign his or her position by written 
resignation filed with the Secretary of the Foundation.

SECTION 2.  MEMBERSHIP NOT TRANSFERABLE
Foundation Membership, membership on the Board of Directors, or any 
position as a Delegate of an Officer of the Foundation, is not 
transferable by assignment, inheritance, or by execution, bankruptcy, 
or other process of law.

SECTION 3.  EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF 
DIRECTORS, 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 his/her withdrawal or removal as provided in these 
Bylaws, upon the termination of his/her Foundation Membership, or 
office-holding position, and, thereafter, neither the heirs not 
personal representative of the deceased members, withdrawing or 
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 membership or 
the holding of any office in 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.

SECTION 4.  NON-LIABILITY OF DIRECTORS
Directors shall not be personally liable for the debts, liabilities, 
or other obligations of the Foundation, subject to the provisions of 
the California Corporations Code. 

SECTION 5.  INDEMNIFICATION BY FOUNDATION 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 the Foundation has been successful on the 
merits in defense of any civil, criminal, administrative or 
investigative proceeding brought to procure a judgment 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 judgment against him or her, then indemnification against 
expenses, judgments, fines, settlements and other amounts reasonably 
incurred in connection with such proceedings shall be provided by the 
Foundation to the extent allowed by, and in accordance with the 
requirements of, Section 5238 of the California Non-Profit Public 
Benefit Corporations Law.

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, of committees of 
the Board having any authority of the Board, and, if held, of 
members, indicating the time and place of holding such meetings, 
whether regular or special, how called, the notice given, and the 
names of those present and the proceedings thereof;

B.  BOOKS AND RECORDS
Adequate and correct books and records of account, including accounts 
of its properties and business transactions and accounts of its 
assets, liabilities, receipts,

C.  MEMBERSHIP RECORDS
A record of its members indicating their names and addresses and the 
class of membership held by each member and the termination date of 
any membership;

D.   ARTICLES AND BYLAWS
A copy of the corporation's Articles of Incorporation and Bylaws as 
amended to date, which shall be open to inspection by the members of 
the corporation at all reasonable times during office hours.

SECTION 2.  CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate 
seal. Such seal shall be kept at the principal office of the 
corporation. 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 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, 
for a purpose reasonably related to such person's interest as a 
member:         1.  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 corporation, which 
demand shall state the purpose for which the inspection rights are 
requested; and
        2.  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 corporation by the member, 
for a purpose reasonably related to such person's interests as a 
member.



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
 
The board shall cause an annual report to be furnished not later than 
one hundred and twenty (120) days after the close of the Foundation's 
fiscal year to all directors of the Foundation 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:         1.  The assets and liabilities, including the trust 
funds, of the corporation as of the end of the fiscal year; 
        2.  The principal changes in assets and liabilities, 
including trust funds, during the fiscal year; 
        3.  The revenue or receipts of the corporation, both 
unrestricted and restricted to particular purposes, for the fiscal 
year; 
        4.  The expenses or disbursements of the corporation, for 
both general and restricted purposes, during the fiscal year; and
        5.  Any information required by Section 7 of this Article.

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 
statements were prepared without audit from the books and records of 
the Foundation.

SECTION 7.  ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
The Foundation shall attach as an addendum to the Annual report a 
statement within one hundred and twenty (120) days after the close of 
its fiscal year which briefly describes the amount and circumstances 
of any indemnification or transaction in which the Foundation or one 
of its Radio Stations was a party, and in which any Director or 
officer of the Foundation had a direct or indirect material financial 
interest.

The above statement need only be provided with respect to a 
transaction during the previous fiscal year involving more than ONE 
THOUSAND DOLLARS ($1,000) or which was one of a number of 
transactions with the same persons involving, in the aggregate, more 
than ONE THOUSAND DOLLARS ($1,000).

Similarly, the statement need only be provided with respect to 
indemnifications or advances aggregating more than ONE THOUSAND 
DOLLARS ($1,000) paid during the previous fiscal year to any director 
or officer, except that no such statement need be made if such 
indemnification was approved by the Members pursuant to Section 5238
(e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the 
names of the interested persons involved in such transactions, 
stating each person's relationship to the corporation, 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.  EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, 
trustee, officer, employee, or representative of this corporation 
shall take any action or carry on any activity by or on behalf of the 
corporation 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 such Code and regulations as 
they now exist or as they may hereafter be amended.




SECTION 9.  NONLIABILITY OF MEMBERS, OFFICERS AND DIRECTORS
The members, officers and directors of this corporation shall not be 
individually liable for the corporation debts or other liabilities, 
and private property of such individuals shall be exempt from 
corporation debts or liabilities.


ARTICLE THIRTEEN
CONFLICTS OF INTEREST

SECTION 1.  DEFINITIONS
A "CONFLICT OF INTEREST" is any circumstance described in Section 2 
of this Policy, or such similar circumstances.  
An "INTERESTED PERSON" is any person serving as a director, officer, 
delegate, employee, or member of a committee of the Board of 
Directors of The Foundation.  
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 financial interest of any 
kind, 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 personal 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 contract or transaction between The Foundation and an Interested 
Person or Family Member.   
A contract or transaction between The Foundation 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.     
A compensation arrangement between any entity or individual with 
which The Foundation has a contract or transaction and an Interested 
Person or Family Member.     
A compensation arrangement between any entity or individual with 
which The Foundation has a contract or transaction and an entity in 
which an Interested Party or Family Member has a Financial Interest 
or with which person has a relationship, for a example as a director, 
officer, trustee, or guardian.     
An Interested Person competing with The Foundation in the rendering 
of services or in any other contract or transaction with a third 
party.     
An Interested Person having a Financial Interest in, or maintaining a 
relationship with  an entity or individual that competes with The 
Foundation in the Provision of services or in any other contract or 
transaction.     
An Interested Person accepting gifts, entertainment or other favors 
from any individual or entity that (i) does or is seeking to do 
business with, or is a competitor of , The Foundation or (ii) has 
received, is receiving or is seeking to receive a loan or grant, or 
to secure other financial commitments from The Foundation, in both 
cases under circumstances where it might be inferred that such action 
was intended to influence or might influence the Interested Person in 
the performance of his or her duties.

SECTION 3.  DISCLOSURES, FINDINGS AND APPROVAL PROCEDURES
An Interested Person must disclose orally or in writing all material 
facts related to an actual or potential Conflict of Interest to 
directors and/or members of committees 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 Chairperson or 
the Chairperson's designee. Until a Conflict of Interest has been 
voted upon by the Board of Directors in accordance with this Policy, 
an Interested Person shall refrain from any action that might affect 
The Foundation's participation 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 Interested 
Person shall leave the Board meeting while the Conflict of Interest 
is discussed and voted upon. An Interested Person 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 
The Foundation shall nonetheless enter into the contract or 
transaction because it is in The Foundation's best interest. 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: 

1.      that the contract or transaction is for the benefit of the 
Foundation; and 
2.      that the contract or transaction is fair and reasonable; and 
3.      that the Foundation could not obtain a more advantageous 
arrangement with reasonable effort under the circumstances. 

The minutes of the Board or committee meeting shall reflect (1) that 
the Conflict of Interest was disclosed, (2) 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 (3) 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 as may be warranted in the circumstances, 
the Board or committee determines that the member has in fact failed 
to disclose an actual or potential Conflict of Interest, it shall 
take appropriate disciplinary and corrective action, which might 
include removal of a director from a committee or termination of an 
employee's employment.


ARTICLE FIFTEEN  DISSOLUTION AND PROHIBITION AGAINST SHARING 
FOUNDATION PROFITS AND ASSETS

SECTION 1.  METHOD
The corporation may be dissolved in the following manner:  A petition 
for dissolution signed by ten percent of the members of each station 
area shall be submitted to the Board of Directors and a postal ballot 
to dissolve shall be sent to all members and shall require a three-
fifths vote of a quorum of members of those valid returned ballots to 
uphold the petition to dissolve.

SECTION 2.  DISPOSITION OF ASSETS
Upon the dissolution of the corporation, the Board of Directors 
shall, after paying or making provisions for payment of all 
liabilities of the corporation, dispose of the assets in a manner 
appropriate to Pacifica's mission or to such organization or 
organizations as shall at the time qualify as devoted to the Pacifica 
Mission.

SECTION 3.  NO BENEFIT SHALL INURE TO ANY MEMBER, DIRECTOR, OFFICER 
OR EMPLOYEE OF THE CORPORATION     
No member, director, 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 corporation, 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 and is fixed by resolution of the Board of 
Directors; and no such person or persons shall be entitled to share 
in the distribution of, and shall not receive, any of the corporate 
assets on dissolution of the corporation. All members of the 
corporation shall be deemed to have expressly consented and agreed 
that on such dissolution or winding up of the affairs of the 
corporation, whether voluntarily or involuntarily, the assets of the 
corporation, after all debts have been satisfied, shall be 
distributed as required by the Articles of Incorporation and bylaws 
of this corporation and not otherwise.


ARTICLE SIXTEEN
PARLIAMENTARY PROCEDURE

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


ARTICLE SEVENTEEN
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SECTION 1.  AMENDMENT OF BYLAWS

A.   POWER TO AMEND
Subject to any provision of law applicable to the amendment of Bylaws 
of public benefit nonprofit corporations, these Bylaws, or any of 
them, may be altered, amended, or repealed and new Bylaws adopted as 
follows:

        (1)  By approval of the Board of Directors, except where (i) 
either Article III, above, or Section 5150 of the Corporations Code 
requires the approval of the members, or (ii) where the amendment 
changes the fixed or maximum or minimum number of directors of the 
corporation, or changes from a fixed to variable board or vice versa; 
or
        (2) By approval of the members of the Foundation. 

B.  VOTING AND RATIFICATION
In order to be adopted, any proposed bylaws amendment must:

        (1) receive the vote of two-thirds (2/3) of the Directors 
present and voting or voting by signed ballot received before the 
meeting at which the proposal is voted upon convenes, Directors 
voting by mail ballot must attach an exact copy of the proposal being 
voted upon to their ballots; and
        (2)  any bylaw proposed by the members, or requiring the 
approval of the members, or any class of members, must be approved by 
the affirmative vote of a majority of the votes representing a quorum 
of the members, or class of members, as applicable, voting by written 
mail ballot.

SECTION 2.  AMENDMENT OF ARTICLES OF INCORPORATION
Amendment of the Articles of Incorporation may be adopted by the 
approval of the Board of Directors and by the approval of the members 
of this corporation.

Any amendment(s) to the Articles of Incorporation proposed by the 
Board of Directors shall be presented to the Members of the 
Foundation and must be approved by the affirmative vote of a 2/3rds 
majority of the votes representing a quorum of the members, or class 
of members, as applicable, voting by written mail ballot.

###

End Notes:

 1/     For the first implementation of these bylaws, nominations 
shall open immediately upon ratification of the bylaws and shall be 
open for 45 days thereafter.
 2/             For the first implementation of these bylaws, the top 
twelve vote-getters shall be elected, subject to the diversity 
criteria (unless Local Advisory Board members have 
been "grandfathered", see below).
 3/     For the first implementation of these bylaws, the current 
Local Advisory Boards may, by majority vote, select up to four of 
their current listener-sponsor members to be "grandfathered" for a 
one-year term, and up to four of their listener members to 
be "grandfathered" for a two-year term (provided that 4 
are "grandfathered" for a one-year term).  Staff members, as defined 
in these bylaws, currently serving on Local Advisory Boards may not 
be "grandfathered".
 4/     For the first implementation of these bylaws, the top six 
vote-getters shall be elected, subject to the diversity criteria.
 5/     For the first implementation of these bylaws, the eligibility 
requirement of one year's service on a station board shall be waived.
        
 6/     In the first implementation of these bylaws, three Directors 
shall be elected by the Delegates from each Local Station Board.  The 
nominee receiving the highest number of votes shall serve a 3-year 
term, the second highest shall serve a 2-year term, and the third 
highest shall serve a 1-year term.
 7/     In the first implementation of these bylaws, if a Local 
Station Board is electing three directors, then the nominee receiving 
the highest number of votes shall serve a 3-year term, the second 
highest shall serve a 2-year term, and the third highest shall serve 
a 1-year term; and if a Local Station Board is electing 4 Directors, 
then the two nominees receiving the highest and next highest number 
of votes shall serve  3-year terms, the next highest shall serve a 2-
year term, and the next highest shall serve a 1-year term; and if a 
Local Station Board is electing 5 directors, then the two nominees 
receiving the highest and next highest number of votes shall serve 3-
year terms, the next two highest shall serve 2-year terms, and the 
next highest shall serve a 1-year term.

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