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AMENDED AND RESTATED BYLAWS OF PACIFICA FOUNDATION A California Non-Profit Public Benefit Corporation Adopted August 23, 2003 (As Amended
July 2007 and September 2008) ARTICLE ONE IDENTITY
AND PURPOSE SECTION 1. NAME 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:
SECTION 3. PRINCIPLES The Foundation
is committed to peace and social justice, and seeks to involve in its
governance and operations individuals committed to these principles. SECTION 4. COMMITMENT TO DIVERSITY The Foundation
is committed to diversity and inclusion of people of all nations, races,
ethnicities, creeds, colors, classes, genders, sexual orientations,
ages and people with disabilities in its programming, staff, management,
committees and governance. ARTICLE TWO OFFICES OF
THE FOUNDATION SECTION 1. PRINCIPAL OFFICE The principal
office and place of business of the Foundation shall be located in the
County of Alameda, State of California, or at such other place as the
Board of Directors may designate. SECTION 2. OTHER OFFICES The Foundation
shall also have other offices at other places within or without the
State of California as the Board of Directors may from time to time
designate. ARTICLE THREE MEMBERS OF
THE FOUNDATION SECTION 1. MEMBERS DEFINED There shall
be two classes of members: (A) "Listener-Sponsor Members"
and (B) "Staff Members", who shall collectively be referred
to as “Members.” A. LISTENER-SPONSOR MEMBERS "Listener-Sponsor
Members" shall be any natural persons who within the preceding
12-month period: (1) have contributed a minimum of $25 to any Foundation
radio station, or such minimum amount as the Board of Directors may
from time to time decide; or (2) have volunteered a minimum of three
(3) hours of service to any Foundation radio station. Said contribution
shall be considered non-refundable. Said volunteer work shall be performed
under the supervision of the Foundation radio station management, and
shall include volunteer work on committees of the Local Station Board.
Where a contribution is made jointly by two individuals and the
contribution is in an amount equal to or more than the annual membership
contribution required for two memberships (as set by the Board from
time to time), then each of the joint donors shall be considered an
individual and separate Listener-Sponsor Member. (For example,
if John and Mary Smith jointly contribute $50.00 or more, then John
Smith and Mary Smith will each be Members and will each have individual
and separate Membership rights. However, if John and Mary Smith
jointly contribute $40.00, then they shall jointly share one membership.) B. STAFF MEMBERS "Staff
Members" shall be: (1) any non-management full-time or part-time
paid employee of a Foundation radio station; or (2) any member of a
Foundation radio station “Unpaid Staff Organization” or “Unpaid
Staff Collective Bargaining Unit” which has been recognized by station
management, or, if the station has neither such organization or bargaining
unit, then any volunteer or unpaid staff member of a Foundation radio
station who has worked for said radio station at least 30 hours in the
preceding 3 months, exclusive of fundraising marathon telephone room
volunteer time. Said volunteer work shall be performed under the supervision
of the Foundation radio station management and shall not include volunteer
work on committees of a Local Station Board. Radio station management
employees and Foundation staff employees who are not employed at a Foundation
radio station shall not qualify as Staff Members, however, such employees
may qualify as Listener-Sponsor Members by contributing the requisite
minimum dollar amount as set forth in Section 1(A) of this Article of
these Bylaws. SECTION 2. TERM. A Listener-Sponsor
membership term shall expire twelve (12) months from that date on which
said Member: (A) contributed a minimum of $25 to any Foundation
radio station, or such minimum amount as the Board of Directors may
from time to time decide; or (B) volunteered a minimum of 3 hours of
service to any Foundation radio station. A Staff membership term shall
expire: (A) on that date on which s/he is no longer a member of a radio
station Unpaid Staff Organization or Bargaining Unit, or if the radio
station has no such organization, then on that date on which s/he failed
to volunteer a minimum of 30 hours in the preceding 3-month period;
or (B) upon termination of employment as a non-management employee of
a Foundation radio station, as applicable. Membership
terms shall be considered “rolling,” and calculated forward from
the last date of a Member’s qualifying act. For example, if a Listener-Sponsor
Member makes a $25 contribution on January 1, 2003 and does not make
any additional contribution or volunteer at least 3 hours within the
following 12-month period, said Member’s membership would expire on
December 31, 2003. If, however, in the same example, said Member
contributes at least $25 on August 1, 2003, or volunteers for at least
3 hours, then his/her membership will not expire until July 31, 2004,
provided no additional contribution or volunteer time is made after
the August 1, 2003 contribution. SECTION 3. MEMBERSHIP AFFILIATION BY RADIO STATION All Members
shall be members of the Foundation. For purposes of voting and
exercising their rights hereunder, Members shall be affiliated with
one of the Foundation’s five radio stations: KPFA in Berkeley,
California, KPFK in North Hollywood, California, WBAI in New York, New
York, KPFT in Houston, Texas, or WPFW in Washington, D.C. Members shall
be affiliated with that Foundation radio station: (A) in the case of
a Listener-Sponsor Member, to which said member made a contribution
or volunteered time in the preceding 12 months; or (B) in the case of
a Staff Member, by which said member is employed or for which said member
volunteers and/or serves as unpaid staff. Each Foundation radio station
shall maintain a register of its Listener-Sponsor Members and Staff
Members. In the event that a person qualifies for membership affiliation
with more than one Foundation radio station, s/he shall be entitled
to only one membership and shall notify the Foundation and each applicable
Foundation radio station of which radio station s/he wishes to be affiliated
as a Member. In the event that a Member does not notify the Foundation
of which radio station s/he wishes to be affiliated, s/he shall be deemed
to be affiliated with that radio station to which said Member last contributed
or volunteered. In the event that a person qualifies as both a Listener-Sponsor
Member and as a Staff Member, such person shall be deemed to be a Staff
Member. SECTION 4. WAIVER OF REQUIREMENTS The Local Station
Board for each Foundation radio station (also referred to herein as
“LSB”) may adjust or waive the contribution requirement for Listener-Sponsor
Membership set forth in Section 1(A) of this Article of these Bylaws
on a case by case basis for reasons of financial hardship, where said
LSB, in its discretion, determines that the proposed member has demonstrated
a sincere interest in becoming a Member of the Foundation and is also
genuinely unable to afford the contribution amount or to volunteer the
minimum 3 hours of service. SECTION 5. RIGHTS All Members
shall have all rights granted to them by law or by these Bylaws, including
without limit the right to vote, on the terms and in the manner set
forth in these Bylaws, on the election and removal of Delegates; on
the sale, exchange, transfer or disposition of all or substantially
all of the Foundation’s assets; on the sale, exchange, transfer or
disposition of any of the Foundation’s broadcast licenses; on
any merger, its principal terms and any amendment of its principal terms;
on any election to dissolve the Foundation; on any amendment to these
Bylaws for which Member approval is required or permitted as set forth
in Section 1(B) of Article 17 of these Bylaws; and on any amendment
to the Articles of Incorporation. SECTION
6. MEETINGS OF THE MEMBERS. A. ANNUAL MEETING No
annual meeting of the Members shall be required. B. SPECIAL MEETINGS The
Board of the Directors, a Local Station Board, the Foundation’s Executive
Director, the Chairperson of the Board, or one percent (1%) or more
of the Members may call a special meeting of the Members for any lawful
purpose at any time. Said request for a special meeting shall
be made in writing and shall specify the general nature of the business
proposed to be transacted at said meeting. Said written request must
be submitted to the Chairperson of the Board, the Executive Director
or the Foundation’s Secretary. The officer receiving the request must
promptly give notice to all Members of record entitled to vote. Said
notice must state the location, date and time of the meeting, specify
the general nature of the business to be transacted and provide that
no other business than that set forth in said notice shall be transacted
at said meeting. Said notice shall be given at least 20 days and
no more than 90 days before the meeting date. The meeting date must
be at least 35 days, but no more than 90 days after receipt of the written
request for the special meeting. If notice of the special meeting is
not provided to the Members within 20 days after the written request
is received, the person(s) requesting the meeting may give notice to
the Members in a manner consistent with this Section. Voting on any
matter discussed at a special meeting shall be by written ballot consistent
with the provisions of Section 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 they are provided no later than
thirty (30) days prior to the date of mailing of said ballot. SECTION 7. QUORUM For purposes
of any election or written ballot, a quorum of the Listener-Sponsor
Members shall be ten percent (10%) of those Listener-Sponsor Members
entitled to vote on the matter as of the applicable record date.
A quorum of the Staff Members shall be one-third (1/4) of those Staff
Members entitled to vote on the matter, as of the applicable record
date. A quorum for any action requiring the approval of “the Members”,
as opposed to a separate vote by each class of Members, shall be 10%
of all Members entitled to vote on the matter as of the applicable record
date. SECTION 8. VOTING: VOTING BY WRITTEN BALLOT To ensure the
opportunity for all Members to participate in the voting process, all
voting shall be by written ballot distributed by mail, or otherwise
made available, by the Foundation, or the Local Station Board with which
the Members are affiliated, as appropriate, to each of the Members entitled
to vote. A. ELIGIBILITY TO VOTE All
Members in good-standing on the record date as determined under Section
10 of this Article of these Bylaws shall be entitled to vote by written
ballot as to any matter that properly comes before the Members for a
vote. B. DISTRIBUTION OF BALLOTS The
Foundation shall make reasonable efforts to distribute, or otherwise
make available, one written ballot to each Member entitled to vote on
the matter. Where the Members are required to vote in classes,
there shall be a ballot for Listener-Sponsor Members and a separate
ballot for Staff Members. In the case of election of Delegates,
there shall also be separate sets of ballots for the Members affiliated
with each Foundation radio station. The ballots shall be mailed, or
notice of the posting of the ballot on the Foundation’s website shall
be delivered, to Members at their postal address or electronic mailing
address of record. All solicitations of votes by written ballot shall:
(1) state the number of responses needed to meet the quorum requirement;
(2) state, with respect to ballots other than for the election of Delegates,
the percentage of approvals necessary to pass the measure or measures;
(3) specify the time by which the ballot must be received in order to
be counted; (4) include instructions for where to return the completed
ballot; and (5) provide a reasonable time in which to return the ballot
to the Foundation. With the exception of ballots related to the
election of Delegates, each ballot so distributed shall also: (6) set
forth the proposed action; and (7) give the Members an opportunity to
specify their approval or disapproval of each proposal. Ballots
relating to the election of Delegates shall also: (8) set forth the
names of the candidates; and (9) give the Member an opportunity to select
his/her choice(s) or rank his/her choices. The Foundation may, in its
discretion, provide a secure means of voting by electronic means via
the internet, provided however that Members shall still have the option
of returning written ballots by mail. Any such internet voting shall
have a coded system to identify Members and to prevent Members from
casting more than one vote electronically or from voting by both mail
and by internet. C. NUMBER OF VOTES AND APPROVALS REQUIRED Each
Member shall be entitled to cast one vote on each matter submitted to
the vote of the Members. Approval by written ballot shall be valid
only when: (1) the number of votes cast by ballot within the time specified
equals or exceeds the quorum required to authorize the action; and (2)
the number of approvals equals or exceeds the percentage of votes required
for approval of said action as set forth in these Bylaws. Unless otherwise
specifically set forth in these Bylaws, when the Members vote in classes,
a vote of a majority of those Listener-Sponsor Members voting in any
matter and a vote of a majority of those Staff Members voting in any
matter, provided that a quorum of votes for each class is obtained,
shall be sufficient to approve an action or consent to any matter.
Unless otherwise specifically set forth in these Bylaws, when the Members
vote collectively as a group, a majority vote of the Members together,
provided there is a quorum, shall be sufficient to approve an action
or consent to any matter. D. VALIDITY OF WRITTEN BALLOT A
PIN identification system shall be used, whereby each Member entitled
to vote will be assigned a PIN Number that is printed on the ballot.
The Foundation is entitled to reject a ballot if the ballot does not
bear, or does not bear a valid, PIN Number. The Foundation and any officer
or agent thereof who accepts or rejects a ballot in good faith and in
accordance with the standards of this Section shall not be liable in
damages to the Member for the consequences of the acceptance or rejection
of his/her ballot. Action by the Foundation or its agent(s) based on
the acceptance or rejection of a ballot under this Section is valid
unless a court of competent jurisdiction determines otherwise. E. ELECTION AND VOTING SUPERVISION Consistent
with the provisions of Article 4 of these Bylaws, the Members’ elections
of Delegates shall be supervised by a national elections supervisor
and local elections supervisors and all said ballots shall be counted
under their supervision at such place or places designated by the national
elections supervisor. All other voting by Members shall be supervised
by the Board of Directors, or the Board’s designated agent, which
shall also be responsible for ensuring and monitoring compliance with
its voting procedures and processes and for counting ballots consistent
with these Bylaws. SECTION 9. MANNER OF NOTICE Whenever notice
to Members is required under these Bylaws, notices shall be submitted,
at the Foundation’s sole discretion, either personally, by first class,
registered or certified mail, by electronic mail or by other means of
written communication, charges, pre-paid, and shall be addressed to
each Member entitled to vote at the postal address or email address
of that Member as it appears on the Foundation’s books or at the address
given by the Member to the Foundation for purposes of notice. If no address
appears on the Foundation’s books and no address has been given, then
notice shall be deemed to have been given if notice is broadcast at
least twenty-one (21) times on the Foundation radio station with which
the Member is affiliated. Such broadcast notice shall be made
at least 3 times per day on 7 consecutive days and shall state the web
page address where the full notice is posted. SECTION 10. RECORD DATE (As Amended September 2007) 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 to 60 days before the day on which the first written ballot is distributed or made available to the Members (based on the reasonable discretion of the National Election Supervisor), or 45 days before the taking of any other action, as applicable.
SECTION 11. PROXIES NOT PERMITTED The voting
rights of the Members shall be exercised by the Member personally and
may not be exercised by alternates, by proxy or the like. ARTICLE FOUR DELEGATES SECTION 1. DELEGATES DEFINED The Members of each class for
each Foundation radio station shall separately elect Delegates who shall
serve as representatives of the Members in the election of Foundation
Directors from each radio station area and who shall have such other
duties and powers as are specified in these Bylaws. SECTION 2. ELIGIBILITY;
NOMINATION OF DELEGATES A. ELIGIBILITY Any
Listener-Sponsor Member in good standing, except radio station management
personnel or Foundation management personnel or staff members, may be
nominated for the position of Listener-Sponsor Delegate for the Foundation
radio station with which s/he is affiliated by the signatures of fifteen
(15) Listener-Sponsor Members in good standing who are also affiliated
with that radio station, provided, however, that no person who holds
any elected or appointed public office at any level of government ,
federal, state, or local , or is a candidate for such office shall be
eligible for election to the position of Delegate. A Delegate shall
be deemed to have resigned the position of Delegate if s/he becomes
a candidate for public office or accepts a political appointment during
his or her term as a Delegate. This restriction shall not apply to civil
service employment by governmental agencies. Any
Staff Member in good standing may be nominated for the office of Staff
Delegate for the Foundation radio station with which s/he is affiliated
by the signatures of five (5) Staff Members in good standing who are
also affiliated with that radio station, provided, however, that no
person who holds any elected or appointed public office at any level
of government , federal, state, or local , or is a candidate for such
office shall be eligible for election to the position of Delegate. A
Delegate shall be deemed to have resigned the position of Delegate if
s/he becomes a candidate for public office or accepts a political appointment
during his or her term as a Delegate. This restriction shall not apply
to civil service employment by governmental agencies. B. NOMINATION PROCEDURES Each
Member seeking to be a nominee shall submit: (1) the required number
of nominating signatures on the form provided by the local elections
supervisor; (2) a statement of whether the candidate is running for
election as a Listener-Sponsor Delegate or a Staff Delegate; (3) a written
statement of up to 500 words in length by the candidate introducing
himself/herself and his/her interest in, or qualifications for, serving
as a Delegate, which statement shall be distributed, or otherwise made
available, to the Members entitled to vote along with the written ballot;
and (4) a statement acknowledging that s/he has read and understood
the “Fair Campaign Provisions” set forth in Section 6 of this Article
of the Bylaws. The names of up to five (5) of the candidate’s nominators
may be listed at the end of a candidate’s statement. Each candidate
also may, but is not required to, for informational purposes indicate
his/her gender and racial or ethnic heritage. SECTION 3. ELECTION OF DELEGATES All elections for Delegates shall be by written ballot, provided, however, that the elections supervisor shall also have the option of providing a secure electronic means of voting via the internet. Members shall only have the right to vote for Delegates for the Foundation radio station with which the Member is affiliated. Members shall vote in classes: Listener-Sponsor Members shall elect 18 Delegates for each radio station and Staff Members shall elect 6 Delegates for each radio station, for a total of twenty-four (24) Delegates for each Foundation radio station. Elections of Delegates shall be staggered over a 3-year period with elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the first year, elections for 3 Staff Delegates and 9 Listener-Sponsor Delegates held in the second year and no elections in the third year. The ballots shall be counted by the Single Transferable Voting method. All ballots related to the election, and the removal, of any and all Delegates shall be filed with the Foundation Secretary and maintained with the corporate records for a period of three (3) years.
SECTION 4. ELECTIONS SUPERVISORS A. NATIONAL ELECTIONS SUPERVISOR (As Amended July 2007) In
March of each year in which there will be an election of Delegates by
the Members, or by a date no less than 90 days before nominations are
set to open, whichever is earlier, the Executive Director shall appoint
a national elections supervisor whose role shall be to oversee and certify
the fairness of the Delegates elections in each station area and to
confirm said elections’ compliance with these Bylaws. The national
elections supervisor shall also oversee the nominations process, the
preparation of the ballots and the counting of the ballots and shall
prepare a written statement reporting the results of every election
for distribution to the Members or posting on the Foundation’s and
radio station’s websites. To be eligible for appointment to the position
of the national elections supervisor, said person shall not be an employee
of the Foundation or any Foundation radio station or a Delegate, Officer,
or Director of the Foundation or any LSB, or a radio station staff member,
paid or unpaid. The national elections supervisor should be experienced
with election procedures and supervision and preferably recommended
by an organization experienced in elections procedures and supervision.
The national elections supervisor does not have to be a Member of the
Foundation. Upon the completion of, and certification of the results
for, all of the elections, the national elections supervisor’s term
shall end. B. LOCAL ELECTION SUPERVISORS In
preparation for an election of Delegates, the National Elections Supervisor
shall appoint, subject to approval of the Executive Director, a local
election supervisor for each Foundation radio station area. A local
elections supervisor may not be an employee of the Foundation or any
Foundation radio station or a Delegate, Officer, or Director of the
Foundation or any LSB, or a radio station staff member, paid or unpaid.
The local elections supervisors preferably should be experienced with
election procedures and supervision. Under the direction and supervision
of the National Elections Supervisor, each local election supervisor
shall coordinate the elections of the Delegates for the radio station
area to which s/he is assigned to ensure a fair election in compliance
with the terms of these Bylaws. His/her duties shall include preparing
a nomination petition form for use by all potential nominees, reviewing
each potential candidate’s nomination papers for eligibility and completeness,
overseeing the preparation and distribution of the election ballot,
closing the election, and counting and assisting with ballot counting,
as requested. To assist him/her in the conduct and oversight of the
election, each local elections supervisor may appoint a committee of
volunteer Members, all of which volunteer Members the local elections
supervisor must, in good faith and in his/her sole discretion, believe
to be neutral individuals. Said committee shall consist of that number
of volunteer Members the local elections supervisor deems necessary.
The local elections supervisors do not have to be Members of the Foundation.
Upon the completion of, and certification of the results for, the elections
s/he supervised, each local elections supervisor’s term shall end. SECTION 5. ELECTION TIME FRAME (As Amended July 2007) In a Delegate
election year, the nominations period for seats being vacated shall
open on June 1 and remain open for thirty (30) days, closing on July
1. The national and local election supervisors shall thereafter prepare
the written ballots for each radio station, listing all of the candidates
and setting forth all other information required by these Bylaws. Ballots
shall be mailed, or otherwise made available, to the Members on August
15 (or the following day if August 15 is a mail holiday). To be counted,
a ballot must be received on or before September 30 (the "Election
Close Date"). All ballots shall be held sealed until the Election Close Date. If the required quorum of ballots for any station is not received by the Elections Close Date, then the Elections Close Date for that station shall be extended by up to four additional weeks until closed by the National Election Supervisor. The national and local elections supervisors shall have up to 15 days after the Election Close Date to count the ballots and to certify the results to the LSBs, the Board, and the Members, which results must be reported by October 15 or, if the Election Close Date was extended, by 15 days after the extended Election Close Date, and shall be posted on the Foundation's and the radio stations' websites. If no quorum of ballots is obtained by the extended date, then those Delegates whose terms would have expired upon the election of new Delegates shall remain in office until the next regularly scheduled Delegate election. If in the year preceding Delegate elections, the Pacifica National Board determines by a 2/3 vote of the total number of Directors conducted by email or paper ballot, that the schedule above cannot be executed due to exigent circumstances, they may by November 30 adopt a schedule subject to the constraints herein: 1. Avoids where possible conflicts between major fund drives and the period between the close of nominations and the election close date 2. Includes a period of not less than 30 days for nomination of candidates; 3. Allows no less than 35 days after the mailing of ballots, on or before which completed ballots must be received to be counted ("Election Close Date") 4. Provides that all other intervals within the timeline remain as stated in the preceding paragraph, and 5.
Allows for seating in December as provided for in Article 7, Section
6 (B). SECTION 6. FAIR CAMPAIGN PROVISIONS No Foundation or radio station
management or staff (paid or unpaid) may use or permit the use of radio
station air time to endorse, campaign or recommend in favor of or against
any candidate(s) for election as a Listener-Sponsor Delegate, nor may
air time be made available to some Listener-Sponsor Delegate candidate(s)
but not to others. All candidates for election as a Listener-Sponsor
Delegate shall be given equal opportunity for equal air time, which
air time shall include time for a statement by the candidate and a question
and answer period with call-in listeners. No Foundation or radio station
management or staff (paid or unpaid) may give any on-air endorsements
to any candidate(s) for Listener-Sponsor Delegate. The Board of Directors
may not, nor may any LSB nor any committee of the Board or of an LSB,
as a body, endorse any candidate(s) for election as a Delegate. However,
an individual Director or Delegate who is a Member in good standing
may endorse or nominate candidate(s) in his/her individual capacity.
In the event of any violation of these provisions for fair campaigning,
the local elections supervisor and the national elections supervisor
shall determine, in good faith and at their sole discretion, an appropriate
remedy, up to and including disqualification of the candidate(s) and/or
suspension from the air of the offending staff person(s) (paid or unpaid)
for the remainder of the elections period. All candidates and staff
members (paid and unpaid) shall sign a statement certifying that they
have read and understood these fair campaign provisions. SECTION 7. 2003 TRANSITION ELECTION Following the adoption of these
Bylaws, and consistent with that Settlement Agreement dated December
12, 20011, there shall be an election for all
Delegates for each radio station area. The interim Board of Directors,
by resolution, shall establish a nomination and election timeframe for
said elections, which timeframe may be shorter and on dates other than
those set forth in Section 5 of this Article of these Bylaws. For this transition election
only, the 3 Staff Delegates and 9 Listener-Sponsor Delegates for each
radio station highest ranked in this first election shall serve for
a term expiring December 2006, and the next highest ranked 3 Staff
Delegates and 9 Listener-Sponsor Delegates shall serve for a term expiring
in December 2004. Beginning with the 2004 election of Delegates, Delegate
elections shall thereafter proceed in accordance with the remainder
of the provisions of this Article of these Bylaws. SECTION 8. DELEGATES: TERMS OF OFFICE; TERM LIMITS A Delegate’s term of office,
shall be three (3) years, beginning in December. A Delegate may serve
a maximum of two consecutive 3-year terms, and in no event more than
six (6) consecutive years. A Delegate shall not be eligible for further
service as a Delegate until one year has elapsed after the termination
of the Delegate’s second consecutive three-year term. SECTION 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, e.g. the appointment
to an elected political office; (C) failure of a Delegate to attend
three consecutive Local Station Board meetings, which absences have
not been excused by a majority vote of the LSB members present at the
meetings in question; (D) upon the fair and reasonable determination,
by a 2/3 [scrivener's error corrected by Secretary September 2003] vote
of all the Directors of the Foundation, or a 2/3 vote of all the Delegates
for the same radio station as the Delegate in question, at a meeting
on said issue, after a review of the facts, that, in its sole discretion,
said Delegate has exhibited conduct that is adverse to the best interests
of the Foundation or the radio station; or (E) upon the majority vote
of the class of Members associated with the radio station who originally
elected the Delegate voting by written ballot in an election to remove
said Delegate, provided that a quorum is established by written ballot,
and further provided that before any such election may be held the Secretary
of the appropriate Local Station Board shall first have received a petition
signed by at least two percent (2%) of the appropriate class of Members
affiliated with that radio station seeking said Delegate’s removal
due to conduct by the Delegate that is specifically alleged in the petition
to be adverse to the best interest of the Foundation or the local radio
station. In the event of a removal proceeding pursuant to this
Section 9(D) or 9(E), the Delegate must be afforded reasonable and appropriate
due process according to the circumstances, including notice and an
opportunity to be heard at the meeting or in writing if a written ballot
is submitted to the Members. Any Delegate who is removed who was
simultaneously serving as a Foundation Director or an officer of the
Foundation or an LSB shall also be deemed removed from any and all of
these positions and from any positions on a committee that s/he held
by reason of his/her role as a Delegate or Director. Notice of
a meeting to remove a Delegate must be given in writing at least thirty
(30) days in advance. A Delegate removed pursuant to this Section
9(D) or 9(E) shall not be eligible for reelection as a Delegate for
a period of three (3) years. SECTION 10. FILLING OF VACANCIES If a Delegate position becomes
vacant mid-term, that Delegate shall be replaced for the remainder of
his/her term by the highest ranked candidate from the last election
of Delegates for that Class of Members for that station who was not
elected and who is available and continues to meet the Delegate eligibility
requirements as set forth in Section 2(A) or 2(B) of this Article of
these Bylaws. In the event that no eligible and available candidate
from the last election is found, then the Delegates for that radio station
shall appoint a Member of the appropriate class to serve as Delegate
and fill the seat for the remainder of the term. SECTION 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. ARTICLE FIVE BOARD
OF DIRECTORS OF THE FOUNDATION SECTION 1. BOARD OF DIRECTORS
- ELIGIBILITY, NUMBER, POWERS AND DUTIES A. DIRECTORS DEFINED Directors
are those natural persons who have been elected to and are serving on
the Foundation’s Board of Directors (“Board”). B. ELIGIBILITY Any
Delegate who is currently serving as a Delegate and has served at least
one (1) year as a Delegate is eligible for election to the office of
Director by the Delegates for his/her radio station area subject to
Section 3 of this Article of the Bylaws. Any natural person who
is not currently serving as a Delegate for any radio station area is
eligible for nomination and election as an “affiliate” director
or an “at large” director, subject to Section 4 or 5 of this Article
of the Bylaws. Notwithstanding the foregoing, no person who holds
any elected or appointed public office at any level of government --
federal, state, or local -- or is a candidate for such office, shall
be eligible for election to the position of Director. A Director
shall be deemed to have resigned the position of Director if s/he becomes
a candidate for public office or accepts a political appointment during
his or her term as a Director. This restriction shall not apply
to civil service employment by governmental agencies. C. NUMBER There
shall be a minimum of twenty-two (22) and a maximum for twenty-three
(23) Directors of the Foundation. The Board of Directors shall fix by
resolution, from time to time, the exact number of Directors within
the minimum and maximum numbers permitted herein. The Board shall have
equal representation from each of the Foundation’s five radio stations.
The Delegates from the five Foundation radio stations shall each elect
four (4) Directors : three (3) of whom shall be Listener-Sponsor Delegates
and one (1) of whom shall be a Staff Delegate -- for a total of twenty
(20) “Station Representative” Directors, as set forth in Section
3 of this Article of the Bylaws. In addition, the Board shall elect
two (2) “Affiliate Representative” Directors from nominees submitted
as set forth in Section 4 of this Article of the Bylaws. If the
Board, by resolution, fixes the number of Directors at 23, then one
additional Director shall be nominated and elected as an “At-large”
Director as set forth in Section 5 of this Article of the Bylaws. D. GENERAL POWER AND AUTHORITY Subject
to the provisions of the California Nonprofit Public Benefit Corporation
law, and any limitations in the Articles of Incorporation and these
Bylaws relating to action required or permitted to be taken or approved
by the Members or Delegates of the Foundation, the activities and affairs
of the Foundation shall be conducted and all corporate powers shall
be exercised by or under the direction of the Board. E. SPECIFIC POWERS AND DUTIES Without
prejudice to the general power of the Board set forth above in Section
1D of this Article of these Bylaws, and subject to any limitations set
forth in these Bylaws, the ongoing duties and powers of the Board shall
include, but not be limited to: (1) Ensuring and facilitating fulfillment of the purposes of the Foundation as set forth in the Articles of Incorporation; (2) Ensuring compliance with applicable state and federal laws; (3) Ensuring the financial health of the Foundation by adopting and monitoring an annual budget and overseeing an independent annual audit of the Foundation’s books and accounts; (4) Ensuring regular communication with the Members; (5) Appointing, supervising and discharging the Foundation’s Executive Director, Chief Financial Officer and all Foundation officers, prescribing powers and duties for them as are consistent with the law and these Bylaws, and setting salaries and wages; (6) Overseeing the conduct, management and control of the Foundation’s affairs and activities, including the monitoring of the activities and actions of its radio stations and national staff consistent with applicable law and regulations, the Articles of Incorporation and these Bylaws; (7) Meeting at such regular times and places as required by these Bylaws and meeting at such other times as may be necessary in order to carry out the duties of the Board; (8) Registering
their addresses, telephone numbers, facsimile telephone numbers and
email addresses with the Foundation’s Secretary. Notices of meetings
mailed, transmitted by telecopier or facsimile, or emailed to them at
such addresses shall be deemed valid notices thereof. SECTION 2. TERM The term of a Director shall
be one (1) year. A Director may serve no more than five consecutive
one-year terms. A Director shall not be eligible for further service
as a Director until one year has elapsed after the termination of a
Director’s fifth consecutive one-year term. SECTION 3. NOMINATION AND
ELECTION OF STATION REPRESENTATIVE DIRECTORS A. NOMINATION Any
current Delegate of any class of Members may nominate any other current
Delegate of any class of Members serving the same radio station for
the office of Director, provided that the nominee has served at least
one year as a Delegate for that radio station. Said nominations
shall be given in writing to the Recording Secretary for the radio station
Local Station Board (“LSB”) by December 31 prior to the election
of Directors in January. B. ELECTION The
Delegates for each radio station shall meet annually in early January
to elect four Directors to represent that radio station on the Board.
The Delegates of both classes of Members, voting together, shall elect
three Listener-Sponsor Directors using the Single Transferable Voting
method, and shall elect one Staff Director using the Instant Runoff
Voting method, to represent that radio station on the Board. The Staff
Director must be a Staff Delegate. The Listener-Sponsor Directors
must be Listener-Sponsor Delegates. C. SEATING OF STATION REPRESENTATIVE DIRECTORS All
newly elected Station Representative Directors shall be seated at the
Meeting of the Board of Directors held in late January each year, when
their terms shall commence. SECTION 4. NOMINATION AND
ELECTION OF AFFILIATE REPRESENTATIVE DIRECTORS (As Amended September
2008) A. NOMINATION Any
Foundation “affiliate station” (as defined below) or any association
of affiliate stations may nominate one or more candidates for the two
Affiliate Director positions on the Board. Nominations shall close
on November 15th each year and shall be submitted in writing to the
Foundation Secretary for forwarding to the board. Every affiliate
station or association of affiliate stations submitting nominee(s) shall
include with said nomination(s) a written explanation of its procedure
for selecting the nominee(s). Said statement shall be certified
by the station general manager or the governing board secretary of each
affiliate station nominating said candidate(s) or by the secretary of
the association of affiliate stations, as appropriate. In addition,
each nominee shall submit his/her resume and a statement of his/her
interest in serving as a Director of the Foundation.
The Foundation Secretary shall forward to all Foundation Directors all
materials submitted supporting each nominee not later than December
1st. For
purposes of this Section, an “affiliate station” shall be defined
as any non-profit non-commercial broadcaster that broadcasts programming
provided or distributed by the Foundation pursuant to a written agreement
with the Foundation, including, for example, community radio stations,
internet broadcasters or digital broadcasters, as such technology may
be developed. An affiliate station shall not be a radio station
whose broadcast license is held by the Foundation. For purposes
of this Section, an “association of affiliate stations” shall be
defined as any group of affiliate stations that have joined together
to form an association, provided that said association has adopted bylaws
and its membership is limited solely of affiliate stations. B. ELECTION As
the first order of business, and given 30 days advance notice, at a
Board meeting in December each year, the Directors present and voting
(excluding any then current Affiliate or At-Large Directors from the
vote) shall establish a protocol for balloting and shall elect two (2)
Affiliate Representative Directors from the nominees submitted by affiliate
stations and/or affiliate station associations, using the Single Transferable
Voting method. Affiliate Directors shall serve for a one-year
term which shall commence with their seating at the regular January
Board meeting. SECTION 5. NOMINATION AND
ELECTION OF AT-LARGE DIRECTOR A. NOMINATION In
the event that the Board resolves that there shall be twenty three (23)
Foundation Directors (the maximum number of Directors permitted under
these bylaws) then there shall be one “At-Large” Director elected
each year. Candidates for election as an “At-Large”
Director shall be nominated by majority vote of the Delegates from a
minimum of three radio stations, with the Delegates from each
station voting separately by station area. Nominations shall close
on February 15th each year and shall be submitted in writing by that
date to the Foundation Secretary together the nominee’s resume and
a statement of his/her interest in serving as a Director of the Foundation.
The Foundation Secretary shall forward to all Directors all materials
submitted supporting each nominee not later than March 1st. B. ELECTION As
the second order of business at the Board meeting in March each year
in which an At-large director is to be elected, the Directors present
and voting (excluding any then current Affiliate Representative or At-Large
Directors from the vote) shall elect one (1) At-Large Director from
the nominees submitted by the Delegates, using the Instant Runoff Voting
method. The At-Large Director shall serve for a one year term
which shall commence immediately upon his/her election. SECTION 6. TRANSITION ELECTION Following the adoption of these
Bylaws, and within the timeframe established by the interim Board, and
following the election of Delegates pursuant to Section 7 of Article
4 of these Bylaws, the Delegates from each station area shall meet and
elect four (4) Directors : three (3) of whom shall be Listener-Sponsor
Directors elected by Single Transferable voting, and one (1) of whom
shall be a Staff Director elected by Instant Runoff Voting. For the
purposes of this election only, and contrary to the provisions of Section
3(A) of this Article, one year’s previous service as a Delegate shall
not be an eligibility requirement. The term of these Station Representative
Directors shall expire upon the election and seating of their successors
in January 2005. In addition, nominations for the two (2) Affiliate
Directors shall be opened. SECTION 7. REMOVAL OF DIRECTORS Consistent with applicable
law, any Director shall be removed from the position of Director, and
cease to be a Director upon the occurrence of any of the following:
(A) said Director’s death or resignation; (B) upon the occurrence
of a disqualifying act, e.g. candidacy, election or appointment to a
political office; (C) failure of a Director to attend three consecutive
Board meetings, which absences have not been excused by a majority vote
of the Directors present and voting at the meetings in question; (D)
upon the fair and reasonable determination by a 2/3 vote of all the
Directors on the Board (excluding the Director in question) after a
review of the facts that said Director has exhibited conduct that is
adverse to the best interests of the Foundation; (E) upon the 2/3 vote
of the Delegates present and voting (but not less than a majority of
all the Delegates) of the radio station that elected said Director (excluding
the vote of the Director in question) that said Director has exhibited
conduct that is adverse to the best interests of the Foundation; or,
in the case of an “Affiliate Representative” or “At-Large” Director,
upon the vote of the Delegates from a minimum of three radio stations,
voting separately, that said Director has exhibited conduct that
is adverse to the best interests of the Foundation, provided that a
2/3 vote of the Delegates present and voting (but not less than a majority
of all the Delegates) for each radio station shall be required to remove
an “Affiliate Representative” or “At-Large” Director; or (F)
upon the expiration or termination for any reason of said Director’s
term as a Delegate for his/her radio station s/he represents or
upon the removal of the Director as a Delegate by the Members pursuant
to Section 9 of Article 4 of these Bylaws. In the event of a removal
proceeding pursuant to this Section 7(D) or 7(E), the Director shall
be afforded reasonable and appropriate due process according to the
circumstances, including notice and an opportunity to be heard. Removal
of a Director hereunder shall also constitute removal of said Director
from any position as a Foundation Officer and from any positions on
a committee that s/he held by nature of his/her role as a Director.
Notice of a meeting to remove a Director must be given at least 30 days
in advance of said meeting. SECTION 8. FILLING VACANCIES ON THE BOARD If a Director’s seat previously
held by a “Station Representative” Director becomes vacant for any
reason, that seat shall be immediately filled for the remainder of the
term by a Director elected by the Delegates from that radio station,
provided, however, that if the previous Director was a Staff Director,
the Delegates shall election a Staff Director and if the previous Director
was a Listener-Sponsor Director, then a Listener-Sponsor Director shall
be elected. If a Director’s seat previously held by an “Affiliate
Representative” or “At-Large” Director becomes vacant for any
reason, that seat shall be filled for the remainder of that term by
the majority vote of the Board from the most recent list of nominees
it had received for “Affiliate Representative” or “At-Large”
Directors, as applicable, or if none, then nominations shall be declared
open and the seat shall be filled the following March for a new one-year
term. SECTION 9. COMPENSATION Directors shall serve without
compensation except that they shall be allowed reasonable advancement
or reimbursement of expenses incurred in the performance of their regular
duties. SECTION 10. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision
of these Bylaws, not more than forty-nine percent (49%) of the persons
serving on the Board may be interested persons. For purposes of this
Section, “interested person” means either: (1) Any person
who currently is being or has been compensated by the Foundation for
services rendered within the previous 12 months, whether as a full-time
or part-time officer, employee, independent contractor, or otherwise,
or (2) any brother, sister, ancestor, descendant, spouse, domestic partner,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law,
or father-in-law of any such person. ARTICLE SIX MEETINGS
OF THE BOARD OF DIRECTORS SECTION 1. TIME AND PLACE OF MEETINGS The “Annual
Meeting” of the Board of Directors shall take place in late January
each year, or at such other times and places as agreed by a majority
vote of the Board of Directors. The Board shall also regularly meet
in March, June and September of each year. The four regular Board meetings
shall rotate through the five Foundation radio station areas so that
meetings do not take place twice in the radio same station area until
a meeting has been held in all other station areas. SECTION 2. SPECIAL MEETINGS Special meetings
of the Board of Directors may be called by the Chairperson of the Board,
any two Officers of the Foundation, or by any three Directors. SECTION 3. TELEPHONIC MEETINGS The Board may
hold special meetings, but not regular meetings, by telephone conference,
video screen communication or other communications equipment, provided,
however, that telephone appearance at meetings scheduled as “in-person”
meetings is not permitted. Participation in a telephonic meeting under
this Section shall constitute presence at the meeting if all of the
following apply: A. Each Director participating in the meeting can communicate concurrently with all other Directors. B. Each Director is provided the means of participating in all matters for the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Foundation. C. The
Board has a means of verifying that the person participating at the
meeting is a Director and that all votes cast during said meeting are
cast only by Directors. SECTION 4. NOTICE Notice of every
regular meeting of the Board of Directors, stating the time and place
of said meeting, and the purposes thereof, shall be sent to each Director
by first class mail, facsimile or email, according to the preference
each Director specifies in writing to the Foundation’s Secretary,
at least thirty (30) days before any such meeting. Special meetings
shall require only seven (7) days advance notice, but shall also require
telephonic notice by leaving a message at the telephone number given
to the Foundation’s Secretary for such notice by each Director, and
shall specify the purpose of the meeting. No additional business not
stated in the notice shall be conducted at a special meeting. Notice
of all meetings shall be placed on the Foundation’s website and announced
a minimum of 3 times daily on air for five consecutive days on all Foundation
radio stations, beginning, whenever reasonably possible, no later than
ten days before the date of said meeting. Notice of a
meeting hereunder will be deemed waived by a Director who affirmatively
agrees to attend a meeting or to waive this advance notice requirement,
signs a waiver of notice or a written consent to hold the meeting, or
who attends the meeting without protesting prior to the meeting or upon
commencement of the meeting to the lack of notice to that Director. SECTION 5. QUORUM AND APPROVAL A quorum at
any meeting of the Board of Directors shall consist of a majority of
the then serving Directors. If after a quorum has been established
at a meeting of the Directors some Directors leave the meeting and there
is no longer a quorum present, those Directors remaining may continue
to take action so long as a resolution receives at least that number
of affirmative votes as would constitute a majority of a quorum.
(E.g., if the quorum is 12 Directors, and a majority of a quorum is
7 Directors, then so long as 7 Directors remain present and vote in
the affirmative the resolution shall be adopted.) Except as otherwise
expressly provided herein, the approval of a majority of the Board present
and voting shall be required for any action of the Board. SECTION 6. PROXIES All action
taken by Directors shall be taken by the elected Director personally.
The powers of members of the Board may not be exercised by alternates,
by proxy or the like. SECTION 7. OPEN MEETINGS All meetings
of the Board of Directors and its committees shall be open to the Members
and to the public, with the exception of those meetings dedicated to
or predominantly regarding personnel, proprietary information, litigation
and other matters requiring confidential advice of counsel involving
commercial or financial information obtained on a privileged or confidential
basis, or relating to a purchase of property or the use or engagement
of services whenever the premature exposure of said purchase or sale,
in the Board’s sole opinion may compromise the legitimate business
interest of the Foundation. In the event that all or a portion of a
meeting is closed, the Board shall indicate in its notice of said meeting
that the meeting or a part of it shall be closed. In addition,
within a reasonable period after the closed meeting, the Foundation’s
Secretary shall post on the Foundation’s website a general statement
of the basis on which all or part of said meeting was closed. No person shall
be required, as a condition for attendance at any public meeting or
to publicly comment, to register his/her name or to provide any other
information. With the exception of telephone meetings, all public meetings
of the Board and its committees shall include public comment periods.
Public comment periods at Board meetings shall be not less than one
hour, and at committee meetings, not less than one-half hour. The Board shall
make reasonable efforts to broadcast or webcast all its public meetings,
and committee meetings, whether such meetings are in-person or telephonic. SECTION
8. ACTION BY UNANIMOUS WRITTEN CONSENT Any action
that the Board is required or permitted to take may be taken without
a meeting if all Directors consent in writing to the action; provided,
however, that the consent of any Director who has a material financial
interest in a transaction to which the Foundation is a party and who
is an “interested director” as defined in California Corporations
Code Section 5233 (as it may be amended from time to time) shall not
be required for approval of said transaction. Such action by written
consent shall have the same force and effect as any other validly approved
action of the Board. All such consents shall be filed with minutes of
the proceedings of the Board. SECTION 9. ACCESSIBILITY All public
Board meetings shall be held in spaces fully accessible as defined in
the Americans with Disabilities Act and any other applicable state and
federal laws. Properly closed sessions may be held otherwise unless
this would preclude access for any individual entitled to attend. ARTICLE SEVEN LOCAL STATION
BOARDS SECTION 1. LOCAL STATION BOARDS There shall be a standing committee of the Board of Directors for each Foundation radio station which shall be known as the Local Station Board (“LSB”). The powers, duties and responsibilities of the LSBs shall be those set forth in these Bylaws and such other powers, duties and responsibilities as the Board of Directors may from time to time delegate to them.
SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS Each LSB shall
consist of the 24 Delegates elected by the Members for that radio station
- 18 Listener-Sponsor Delegates and 6 Staff Delegates. (Four of the
Delegates for each radio station shall also concurrently serve as Directors
of the Foundation, as set provided in Section 3 of Article 5 of the
Bylaws.) In addition,
an “associate station,” if any, as that term is defined in Section
8 of this Article, may appoint one representative to the LSB of the
radio station with which it is associated. Associate station representatives
shall be voting members of the LSB; provided, however, that no associate
station representative shall have the right to vote for the election
or removal of any Foundation Director or Delegate nor may s/he be eligible
for election by the Delegates to the office of Director. No LSB shall
have more than a total of three (3) associate station representatives
(and no more than one (1) from any one associate station) at any given
time. The term of office of an associate station representative
shall be three years, with a maximum of two consecutive three-year terms
of service on an LSB. The station’s
General Manager shall serve as a non-voting member of the station’s
LSB. SECTION 3. SPECIFIC POWERS & DUTIES Each LSB, acting
as a standing committee of the Foundation’s Board of Directors, shall
have the following powers, duties and responsibilities related to its
specific radio station, 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
screen and select a pool of candidates for the position of General Manager
of its respective radio station, from which pool of approved candidates
the Executive Director shall hire the station’s General Manager..
The LSB may appoint a special sub-committee for this purpose. C. To
prepare an annual written evaluation of the station’s General Manager. D.
Both the Executive Director and/or an LSB may initiate the process to
fire a station 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 select a pool of candidates for the position of station
Program Director, from which pool of approved candidates the station’s
General Manager shall hire the station’s Program Director. The
LSB may appoint a special sub-committee for this purpose. F.
To prepare an annual written evaluation of the station’s Program Director. G.
To work with station management to ensure that station programming fulfills
the purposes of the Foundation and is responsive to the diverse needs
of the listeners (demographic) and communities (geographic) served by
the station, and that station policies and procedures for making programming
decisions and for program evaluation are working in a fair, collaborative
and respectful manner to provide quality programming. 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 under represented communities to help the station
serve a diversity of all races, creeds, colors and nations, classes,
genders and sexual orientations, and ages 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 at all levels 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. SECTION 4. OTHER LOCAL STATION BOARD POWERS AND AUTHORITY By resolution,
the Foundation’s Board of Directors may delegate any other corporate
powers it deems appropriate to an LSB with regard to that specific radio
station. Any such power delegated to an LSB is subject to revocation
at any time by the Board of Directors. Any and all actions, resolutions
and policies taken or adopted by an LSB may be overridden by a majority
vote of the Directors if said action, resolution or policy is found
by the Board of Directors 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 annually at the December meeting
of the LSB for a term of one year using the Instant Runoff Voting method.
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
of an LSB is not required to be a Delegate. Local Station Board officers
may not serve concurrently as Foundation Directors, and must resign
their position as an LSB officer if elected to the Board of 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 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
agreement of all the LSB officers that a shorter period is required
to address urgent matters and, in the event of less than 10-days notice,
notice shall be given by telephone message to all LSB members at least
24 hours before the meeting. There shall be a meeting of the LSB
in December each year to seat newly elected Delegates and to elect LSB
officers, and in early January 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 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 LSB’s sole opinion, may compromise
the legitimate business interest of said radio station or the Foundation.
In the event that all or a portion of a meeting is closed, the LSB 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 LSB’s Secretary shall post on the station’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. In the event of
LSB meetings convened on short notice for urgent business, all reasonable
efforts shall be made to broadcast notice of the meeting at least three
times during prime time for two days prior to the meeting. Whenever
feasible, notice shall also be posted on the station’s website at
least 7 days prior to the date of each meeting. E. RECORD KEEPING AND RULE MAKING 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. A copy of all Minutes and actions
of the LSB shall also be forwarded to the Foundation’s Secretary for
maintenance pursuant to Section 1(A) of Article 12 of these Bylaws.
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 an LSB shall be a majority of the then currently serving LSB members, not including the Station Manager. Associate station representatives shall not be counted for purposes of establishing a quorum for matters on which they are not entitled to vote. If after a quorum has been established at a meeting of the LSB some of the LSB members leave the meeting and there is no longer a quorum present, those LSB members remaining may continue to take action so long as a resolution receives at least that number of affirmative votes as would constitute a majority of a quorum. (E.g., if the quorum is 13 LSB members, and a majority of a quorum is 7, then so long as 7 LSB members remain present and vote in the affirmative the resolution shall be adopted.) Except as otherwise expressly provided in these Bylaws, the approval of a majority of the LSB members present and voting shall be required for any action of said LSB. In the event that the vote on any motion results in a tie, the motion shall not pass.
SECTION 8. ASSOCIATE STATIONS A. A
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. 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 4(A) of Article 6 of these Bylaws.
An associate station may be permitted to appoint one (1) representative
to the LSB of the Foundation radio station with which it is affiliated
for a term of three years commencing in December of the year of appointment,
provided, however, that no LSB shall have representatives from more
than 3 associate stations on its LSB. B.
Associate station representatives sitting on LSBs are subject to removal
by either their own station boards according to their own respective
terms of accountability and appropriateness or by the majority vote
of all the LSB (excluding the vote of the associate station representative
in question). The LSB must notify the associate station board at least
30 days prior to any vote to remove its representative about any
difficulties or concerns regarding its associate station representative
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 representative. SECTION 9. PROXIES NOT PERMITTED All actions
taken by LSB members shall be taken personally. The powers of
Delegates and associate station representatives may not be exercised
by alternates, by proxy or the like. SECTION 10. LOCAL STATION BOARD ADVISORY COMMITTEES A.
An 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, at least, two (2) LSB members.
Members affiliated with that radio station shall be eligible for appointment
to a committee. Station Advisory Committee members shall not be
considered agents of the Foundation or the radio station and shall not
have the authority to bind the Foundation or the radio station with
which it is affiliated. 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 members, except that the time of
regular meetings of committees may be determined by resolution of the
LSB as well as a vote of the committee and that the committees shall
not be required to meet in December or January unless they otherwise
agree, or the LSB resolves that it should do so, and provided that notice
of committee meetings shall be deemed adequate if announced at LSB meetings
and, when feasible, posted on the station’s web page. 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 by 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, the
LSB, 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. ARTICLE EIGHT OTHER COMMITTEES
OF THE BOARD OF DIRECTORS SECTION 1. COMMITTEES OF THE BOARD In addition
to the Local Station Boards, 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 (except that Delegates may
fill vacancies on the board for their local station area); 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; 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 subcommittees
of the LSB; 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. SECTION 2. COMPOSITION OF BOARD COMMITTEES 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 radio station, provided, however,
that the inclusion of 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 Delegates as committee members in order for
said committee to effectively and efficiently 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 to select
committee members. Delegate committee members shall be elected
by 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 to
select committee members. SECTION 3. STANDING COMMITTEES In addition
to the LSBs 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, provided however that the Coordinating
Committee shall not be considered an “executive committee” and shall
not exercise any powers of the Board without Board approval; (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 of Incorporation; (E) a Finance Committee, The Finance
Committee which shall review and recommend the annual budget for
board approval and shall monitor and report Foundation financial activities
at least quarterly and shall include as members the Chief Financial
Officer, a Director from each radio station area and the treasurers
of each LSB. (The chair of the Finance Committee shall be a Director
who may be referred to as the Board “Treasurer”. However, the Board
Treasurer shall not be an officer of the Foundation. The Foundation’s
Chief Financial Officer shall be an employee of the Foundation and shall
not be the Board Treasurer. The Board Treasurer shall not represent
him/herself to any party as an officer of the Foundation nor may s/he
sign documents on behalf of the Foundation requiring the signature of
the Chief Financial Officer nor represent him/herself to have any authority
to bind the Foundation.); and (F) an Audit Committee, which shall oversee
the annual audit of the Foundation’s books and shall not include Finance
committee members.. SECTION 4. COMMITTEES OF INCLUSION In addition,
there shall be established, in each of the Foundation’s radio station
areas, standing committees of the Board to monitor the under-representation
of communities in their respective radio station areas. These “Committees
of Inclusion” shall include one Director and three LSB members from
each radio station area who shall be elected by their respective LSBs,
and such additional individuals as those four shall choose by majority
vote. The Committees of Inclusion will monitor both station programming
and staffing in consultation with the LSBs. They will also monitor the
diversity of election candidates and work with the LSBs’ appropriate
committees to improve the diversity of election candidates at the local
and national level. These Committees of Inclusion shall monitor diversity
participation in consultation with the general manager, local committees
and the Board, the status of which will be published and maintained
in each respective radio station area. Communities deemed to be under-represented
by the Committees of Inclusion will be identified and the extent of
their under-representation shall be communicated to the Board, the respective
LSBs and any local outreach committees. Station managers and appropriate
LSB committees will be expected to consider these communities in their
future decisions about staffing, programming, and candidate outreach,
subject to any applicable state and federal laws and regulations. All
station managers and Committees of Inclusion will report to the Board
and their respective LSBs quarterly on the status of diversity within
their radio station areas. The Board shall query and monitor radio station
areas with identified under-represented communities and any plans for
addressing these under-represented communities’ increased participation.
Where necessary with due notice, the Board will suggest and/or direct
managers and committees to implement specific measures to improve the
status of under-represented communities in their respective radio station
areas. The Board will assist and encourage station managers and Committees
of Inclusion in finding new ways to improve recruitment efforts in their
respective radio station areas. SECTION 5. 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 be called by resolution of the Board or by the committee Chair or
by any two committee members 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. Any committee
member shall have the right to place a matter on the agenda for discussion
by 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 and the Vice-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/or 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 January each year using the Instant Runoff
Voting method. (The Chair, Vice Chair and Secretary shall
be elected at the first meeting of the Board following the adoption
of these Bylaws for terms to expire in January 2005, subject to the
rights, if any, of an officer under any contract of employment, if any.) 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. B. Any
officer may resign at any time by giving 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 for the remainder of the term 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. VICE CHAIRPERSON OF THE BOARD The Vice Chairperson
of the Board shall, in the absence of the Chairperson, preside at 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 7. EXECUTIVE DIRECTOR A.
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. B.
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 8. 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 9. 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, and retained earnings. . 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
depositories 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
or position 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 provisions 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 Subject to
the provisions of Section 5238 of the California Corporations Code (as
amended from time to time), the 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 the 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 Subject to
the provisions of Section 5238 of the California Corporations Code (as
amended from time to time), the 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 the Foundation,
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 be indemnified 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, 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, 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, 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 Subject to
the provisions of Section 5238 of the California Corporations Code(as
amended from time to time), 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. 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 and Section
6(B) of this Article, 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. SECTION 11. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN This Article
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. Nothing contained in
this Article 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 of 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 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 interests as a Member
of the Foundation, and subject to the Foundation’s right to provide
a reasonable alternative method for achieving the Member’s articulated
purpose: 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. Where the Foundation reasonably
believes that the information will be used for an improper purpose,
or where the Foundation provides a reasonable alternative to achieve
the Member’s articulated purpose, the Foundation may deny the Member
access to its membership list and information; 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 permitted to review sealed Minutes from closed meetings;
and 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 by the Member, 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 posting it
at each of its radio stations and posting it on the Foundation’s website
and, at the Foundation’s discretion, by 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 Chairperson. Until a Conflict of Interest
has been voted upon by the Board in accordance with this Section 3,
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 Board 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 In addition
to the provisions of California Corporations Code §6610(b), the Members
of the Foundation may elect to voluntarily 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 the Foundation and submitted to the Foundation’s Secretary. Within 45 days of the Board’s receipt of said petition, a vote of the Board on said petition for voluntary dissolution shall be held.
B. If
a majority of all Directors of the Board vote in favor of voluntary
dissolution, then the matter shall be submitted to a vote of the Members
(within 45 days after the Board’s vote) via a ballot prepared and
distributed in accordance with the terms of Sections 8(A), 8(B), 8(C)
and 8(D) of Article of these Bylaws. An action for voluntary dissolution
shall be deemed approved upon the majority vote of the Members voting,
provided that a quorum is met. C. If
the Directors of the Board vote against, or fail to approve, voluntary
dissolution, then the matter shall be submitted to a vote of the Members
(within 45 days after the Board’s vote) via a ballot prepared and
distributed in accordance with the terms of Sections 8(A), 8(B), 8(C)
and 8(D) of Article of these Bylaws. An action for dissolution under
this Section 1(C) shall be deemed approved upon the majority vote of
all the Members. D. 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 VOTING METHODS SECTION 1. VOTING METHODS Unless otherwise
expressly provided in these Bylaws, all elections by the Members, Delegates,
Directors, and LSBs, shall be conducted by the Single Transferable Voting
method where there is more than one seat or position to be filled, and
by the Instant Runoff Voting Method where there is only one seat or
position to be filled. A. SINGLE TRANSFERABLE VOTING METHOD. 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 and give each 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 voter’s first, or only, choice vote. 3. A threshold number of votes a candidate needs to be elected shall then 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 valid ballots cast/(1 + the number of seats to be filled)] +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 seat(s), votes shall be transferred as follows: a. Transfer of surplus votes shall commence with the candidate having the largest surplus. A portion of that candidate’s surplus votes shall be transferred to the next candidate choice of those 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 voters’ next choices.) Votes may not be transferred to candidates who have already been elected (nor may votes be transferred to candidates who have been eliminated as set forth below.) When a voter’s next choice is not eligible for receipt of transferred votes, that portion of a vote shall be transferred to that voter’s next indicated choice unless all choices on that ballot have been exhausted. If all choices on that ballot have been exhausted, that portion of a vote shall be transferred to a special “exhausted vote” tally. After the transfer of all that candidate’s surplus votes, a tally shall be taken. b. 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 creates a new surplus, then surplus votes of the candidate then having the largest surplus shall be transferred to those voters’ next choices, consistent with subsection (a) above, until all said candidate’s surplus has been transferred or all declared choices on a ballot have been exhausted. c. 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 seats are filled, until all surplus votes have been transferred or until ballot choices have been exhausted. d. If, after all surplus votes have been distributed in the manner described above, there remain unfilled 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 voters’ next choice candidates who have not been previously declared elected or eliminated. The order in which candidates are eliminated shall be recorded as their ranking (highest rank given to the last eliminated, lowest rank given to the first 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 drawing 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 (a) through (c) above. e. If, at any point when eliminating candidates under point (d) above, it can be determined that the elimination of more than one candidate is mathematically inevitable, then all such candidates may be eliminated at the same time. Elimination of multiple candidates is mathematically inevitable when: i. The number of unelected candidates remaining after the elimination is equal to or greater than the number of unfilled seats; and ii. The total of all votes allocated to the candidates in question is less than the total number of votes of the candidate with the next higher vote count. f. This process of distributing surplus
votes of winning candidates and eliminating losing candidates, as described
in (b) through (e) above, shall be repeated until all seats have been
filled, or until the number of unfilled seats equals the number of continuing
candidates. In the latter case, all remaining continuing candidates
are declared elected. B. INSTANT RUNOFF VOTING METHOD For purposes of these Bylaws, the method for Instant Runoff Voting shall be as follows: 1. Each voter shall have one vote. 2. 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). 3. Vote counting shall start with a tabulation of all first choices among the voters. If any candidate receives a majority of the first choice votes, that candidate is declared the winner. 4. If no candidate achieves a majority, the “last place candidate” (defined as the candidate receiving the least number of first choice votes) is eliminated. In the case of a tie for last place, the first to be eliminated will be decided by lot. 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 ballots. Any votes where there is no second choice indicated on the ballot go to an “exhausted vote” tally. 5. After this redistribution, the votes are tabulated again. If no candidate receives a majority of the non-exhausted votes, then the last place candidate after this vote is eliminated and the votes of those voters who ranked him/her as their highest choice among continuing candidates are redistributed to each of said voter’s next-choice candidate, or to the “exhausted vote” tally if no further choices remain on the ballot. Another tabulation is then done. 6. This
process of successively eliminating last place candidates, redistributing
votes and tabulating continues until only one candidate remains or a
candidate gains more than 50% of the non-exhausted votes. ARTICLE SIXTEEN PARLIAMENTARY
PROCEDURE The rules contained in Robert’s Rules of Order Newly Revised, as amended from time to time, shall govern the Foundation in all cases where they are applicable and in which they are not inconsistent with these Bylaws or any special
rules of order which the Foundation may adopt. ARTICLE SEVENTEEN AMENDMENT
OF ARTICLES OF INCORPORATION AND BYLAWS SECTION
1. AMENDMENT OF BYLAWS A. PROPOSING AMENDMENTS Amendments may be proposed by: 1. six (6) Directors; 2. a majority vote of the Delegates of each of two radio stations;; 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 (As Amended September 2008) 1. Unless the Board by a 2/3 vote decides otherwise, there shall be a maximum of one ballot per calendar year 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 Delegates, 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 Delegates regarding said amendment(s). The results of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments. 2. In order for new Bylaws to be adopted, or these Bylaws amended or repealed and subject to Section 1(B)(3) below: i. except as provided in Section 1(B)(3) below, the proposed amendment(s) must be approved by the majority of all Directors on the Board and by the majority vote of all the Delegates of at least three of the Foundation radio stations.. The Delegates shall 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 Delegates for approval as set forth in Section 1(B)(2)(i) above. If any proposed amendment is approved by the Board and the Delegates, then, unless membership approval is required under Section 1(B)(3) below, the amendment shall be adopted. If any proposed amendment is not approved by the Board and Delegates, then it shall be submitted to the Members for approval and shall be adopted if approved by the Members as set forth in Section 1(B)(4) below. 3. The Members shall vote on any proposed amendment approved by the Board and the Delegates , 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; ii. increase the quorum for Members’ meetings or Members’ actions; 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; provided however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would materially and adversely affect the rights of that class as to voting or transfer in a manner different than such action affects another class. 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 Delegates 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 the Members by a majority vote, provided that a quorum must be established by written ballot. If the proposed amendment would impact one class of Members differently from another class, the Members shall vote in classes and the majority vote of the Members of each class shall be required to approve the amendment, provided that a quorum of each class must be established by written ballot. 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 said amendment or repeal would:
(i) violate any state or federal statute or regulation; (ii) conflict
with the Foundation’s Articles of Incorporation; or (iii) 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. 6 Directors; 2. a majority vote of the Delegates of each of two Foundation radio stations; 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 Delegates shall vote on all amendments to the Articles proposed pursuant to Section 2(A) of this Article, above, within 90 days from that date on which the Foundation’s Secretary receives the Members’ petition or receives notice of the Board proposal or the Delegates’ vote proposing said amendment. 2. In order for an amendment to the Articles proposed pursuant to Section 2(A) of this Article, above, to be approved or adopted, and subject to Section 2(B)(5) of this Article, below: i. the proposed amendment(s) must be approved by: (a) the 2/3 vote of all Directors; (b) the 2/3 vote of all the Delegates of at least three the Foundation radio stations (the Delegates shall vote on the proposed amendment(s) within the same calendar month as the Board); and (c) the 2/3 vote of the Members, provided a quorum of the Members has been established by written ballot; OR
ii. in the case of an amendment(s) proposed by Member petition pursuant
to Section 2(A)(3) above, said amendment may be adopted in the absence
of an affirmative vote by the Board and/or the Delegates if said proposed
amendment(s) is approved by a 3/4 vote of the Members, provided
a quorum of the Members has been established by written ballot. 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 Delegates, 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 Delegates regarding said amendment(s). The results of said voting by the Board and the Delegates on the proposed amendment(s) shall be reported within 15 days of the Board and Delegates meetings to vote on these amendments. 4. No later than 30 days after the vote of the Board and the Delegates, 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 said amendment would (i) violate any
state or federal statute or regulation; or (ii) conflict with other
provisions of the Articles. ARTICLE EIGHTEEN SAVINGS CLAUSE In the event
that any provision of these Bylaws is or becomes illegal, unenforceable
or invalid in whole or in part for any reason, the Board of Directors
shall have the right to amend said provision, pursuant to Sections 1(A)
and 2(B) of Article 17 of these Bylaws and in a timeframe shorter than
that set forth in Article 17, to bring said provision in conformity
with applicable law. 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 approved for the
Foundation by 2/3rds of the Interim Board of Directors present and voting
at a Directors’ meeting on June 26, 2003. 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, those portions of these Bylaws concerning the number and manner
of election of local and national board members were approved by majority
vote of three of the Foundation’s then current radio station Local
Advisory Boards (“LABs”) as follows: KPFA LAB approved on July 9,
2003; KPFT LAB approved on July 9, 2003; and KPFK LAB approved on August
23, 2003. The WBAI and WPFW LABs did not approve. Alameda
County Superior Court Orders dated July 14, 2003 and September 15, 2003
confirming the required votes of approval, are attached as “Exhibit
A” and “Exhibit B” and made a part of this Certification by this
reference. IN
WITNESS WHEREOF, I have hereto set my hand this _23rd day of_August,
2003. |
Pacifica 990 Form - 2007
2009-07-24 KPFA GM Report to PNB