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 July ___, 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, certain portions of these Bylaws were approved by majority vote of at least three of the Foundation's radio station Local Advisory Boards ("LABs")as follows: KPFA LAB approved/disapproved on July ____, 2003; KPFK LAB approved/disapproved on July ____, 2003; WBAI LAB approved/disapproved on July ____, 2003; KPFT LAB approved/disapproved on July ____, 2003 and WPFW LAB approved/disapproved on July ____, 2003.
IN WITNESS WHEREOF, I have hereto set my hand this ____TH day of_____, 2003.
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Carol Spooner, Secretary
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