ARTICLES OF INCORPORATION

of

P A C I F I C A F O U N D A T I O N

(a Non-profit Corporation) [*1]

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned residents of the State of California, have voluntarily associated ourselves together for the purpose of forming a non-profit corporation under and by virtue of the laws of the State of California, and particularly under the provisions of Article I of Title XII, Part IV, Division 1, of the Civil Code of the Sate of California, and

WE DO HEREBY CERTIFY:

I

That the name of this corporation shall be -

PACIFICA FOUNDATION.

II [*2]

That the purposes of this corporation shall be:

(a) To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation. [*3]

(b) To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject in their operation to the regulatory actions of the Commission under the Communications Act of 1934, As Amended.

(c) In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.

(d) In radio broadcasting operations to engage in any activity that shall contribute to a

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*1 Original Articles filed on august 24, 1946, as amended through the last amendment filed with the Secretary of State on February 2, 1976. Certified copies of the Articles of Incorporation and subsequent Certificates of Amendment may be obtained directly from the Secretary of State of the State of California.

*2 Article II was amended in whole on August 19, 1948.

*3 Article II Subsection (a) was amended March 6, 1971, filed April 9, 1971, and corrected amendment filed May 5, 1971.

 

lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this corporation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

(e) In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

III [*4]

That this corporation, contemplating no pecuniary gain or profit to the members thereof, has no capital stock.

IV

That this corporation shall have perpetual existence and shall possess all the powers provided for in Section 597 of the Civil Code of the State of California.

V [*5]

That the principal office for the transaction of the business of this Corporation shall be located in the County of Los Angeles, State of California.

VI

That the number of directors of this corporation, to be known as the Committee of Directors, shall be five (5), and that the names and addresses of the persons who are to act in the capacity of such directors until the selection of their successors, are as follows:

Lewis Hill, 748 Shrader Street, San Francisco 17, California.

H. Don Kirschner, 2?23 Haste Street, Berkeley, California.

Homer Sisson, 2617 Pine Street, San Francisco California.

William Triest, 1850 Vallejo Street, san Francisco, California.

John Waldron, Pedro Valley, Shelter Cove, Box 2, San Mateo County, California.

That special authority is hereby delegated to the members of this corporation to change

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*4 Article III was amended August 19, 1948, filed August 20, 1948.

*5 Article V was amended August 19, 1948, filed August 20, 1948, and again amended November 22-23, 1975, filed February 3, 1976..

 

the number of directors thereof at any time by the adoption of a By-law to that effect.

VII.

That the authorized number and qualifications of its members, the different classes of membership, if any, and the property, voting and other rights and privileges of each class of membership shall be set forth in the By-laws of the corporation, and no member of this corporation shall ever be liable to said corporation for any dues or assessment beyond the membership fee provided for at the time of his admission to membership in said corporation.

VIII. [*6]

All the property of this non-profit corporation, whether presently owned or held or hereafter acquired, is irrevocably dedicated only to charitable purposes and to the purposes of operating one or more non-commercial educational FM broadcast stations or one or more educational television stations as defined in Section 225.5 of the California Revenue and Taxation Code, and upon the liquidation, dissolution or abandonment of this corporation none of its property shall inure to the benefit of any individual or private person but all such property shall be distributed to a fund, foundation or corporation organized and operated for charitable purposes or for operating one or more non-commercial educational FM broadcast stations or one or more educational television stations, as aforesaid, and whose property is irrevocably dedicated only to exempt purposes as specified in Section 214 of the California Revenue and Taxation Code.

IX. [*7]

IN WITNESS WHEREOF we have hereunto set our hands this 19th day of August, 1946.

Lewis Hill H. Don Kirschner

Homer Sisson William Triest

John Waldron

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*6 Article VIII was amended by amendment filed March 4, 1968

*7 Article IX was deleted by amendment filed March 4, 1968.

 

History of Amendments:

1948 Amendment: "The Resolution of Amendment" was proposed "at a meeting of the Committee of Directors," after it had "consulted with the Executive Membership," with three of the five members present and voting unanimously in favor. Subsequently, the Resolution was adopted "at a Special Meeting of the Executive Membership of Pacifica Foundation" with six of the eleven Executive Members present and voting unanimously in favor.

1) The prior Article II, that was struck in whole and replaced, had read:

"That the purposes of this corporation shall be:

(a) To encourage, and provide outlets for, the creative skills and energies of the community; to conduct classes, study groups and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer public facilities to amateur instrumentalists, choral groups, orchestral groups and musical students; and to promote and aid other creative activities which will enrich the standards of art and entertainment in the community.

(b) To promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the presentation to the public of accurate, objective, comprehensive news on all matters vitally affecting the community.

(c) To engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means available to this society, to promote the study of political and economic problems, and the causes of religious, philosophical and racial antagonisms.

(d) To establish and maintain radio, school, newspaper, printing, publishing, and bookstore facilities, and any other activities that may be deemed necessary or appropriate to the carrying out of any of the purposes of this corporation.

(e) To do such things and engage in and such activity as shall serve the educational, recreational and cultural welfare of its members and the public."

2) The prior Article III, that was struck in whole and replaced, had read:

"That this corporation does not contemplate pecuniary gain or profit to the members thereof, and has no capital stock."

3) The prior Article V, that was struck in whole and replaced, had read:

"That the principal office for the transaction of the business of this corporation shall be located in the County of Contra Costa, State of California."

1968 Amendment: The "resolution was adopted" on December 9, 1967, "at a meeting of the board of directors", with "all the directors" having "approved and consented in writing." There is no indication of the total number of directors. "The total number of members of the corporation" was "14" and "the number of members who have consented in writing to said amendments is 14." There is no indication of when the last of the 14 members executed a written consent. The amendments were filed on March 4, 1968.

1) Article IX was "completely deleted" and had read:

"None of the terms or provisions of Article VIII hereof may be eliminated, amended or altered without approval of all of the directors and all of the members of this corporation."

2) The prior Article VIII, that was fully amended, had read:

"Upon the dissolution or winding up of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the Committee of Directors or persons in charge of the liquidation shall distribute all the remaining assets to any recognized educational institution or institutions to be used for the creation of scholarships for international exchange of students, and no part of said assets shall ever be distributed to any of the members of this corporation upon the liquidation thereof."

First 1971 Amendment: The "resolution was adopted" "at a meeting of the Board of Directors" on March 6, 1971, and "the number of directors who voted affirmatively for the adoption of said resolution is nine (9) and that the number of directors constituting a quorum is four (4)." At the same meeting, "the directors, acting as members pursuant to Section 9603 of the California Corporations Code, adopted said amendment by resolution"; the number of members who voted affirmatively for the adoption of said resolution is nine (9), and that the number of members constituting a quorum is four (4)." there is no indication of the total number of directors or members. This amendment filed on April 9, 1971, effectively deleted the word "substantial."

Article II Subsection (a), that had been stricken and replaced, had read:

"To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation, and no substantial part of the activities of which is designed to carry on propaganda or otherwise attempt to influence legislation."

Corrected 1971 Amendment: The amendment filed April 9, 1971, did not conform "to the wording of the resolution set forth therein to the wording of the resolution as adopted by the Board of Directors" at the March 6, 1971, meeting. The corrected wording of the amendment filed May 5, 1971, effectively deleted all words after "any member of the Foundation."

Article II Subsection (a), that was stricken and replaced, had read:

"To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation, and no part of the activities of which is designed to carry on propaganda or otherwise attempt to influence legislation."

1976 Amendment: The "resolution was adopted" "at a joint meeting of the board of directors and members" on November 22-23, 1975; "the number of members who voted affirmatively for the adoption of said resolution is 16, and that the number of members constituting a quorum is 13." There is no indication whether the directors were acting as members. There is no indication of the total number of directors or members. The amendment filed February 2, 1976, effectively deleted the word "Alameda" and substituted the words "Los Angeles."

Article V, that was amended, had read:

"That the principal office for the transaction of the business of this corporation shall be located in the County of Alameda, State of California. "

 

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