Article Five, Board of Directors of the Foundation, 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.