Amended and Restated Bylaws of Pacifica Foundation

• Article One: Identity and Purpose
  • Section 1: Name
    Section 2: Purposes
    Section 3: Principles
    Section 4: Commitment to Diversity
    
• Article Two: Offices of the
  Foundation
  • Section 1: Principal Office
    Section 2: Other Offices
• Article Three: Members of the
  Foundation
  • Section 1: Members Defined
    Section 2: Term
    Section 3: Membership Affiliation by
    Radio Station
    Section 4: Waiver of Requirements
    Section 5: Rights
    Section 6: Meetings of the Members
    Section 7: Quorum
    Section 8: Voting: Voting by Written
    Ballot
    Section 9: Manner of Notice
    Section 10: Record Date
    Section 11: Proxies Not Permitted
• Article Four: Delegates
  • Section 1: Delegates Defined
    Section 2: Eligibility; Nomination of
    Delegates
    Section 3: Election of Delegates
    Section 4: Elections Supervisors
    Section 5: Election Time Frame
    Section 6: Fair Campaign Provisions
    Section 7: 2003 Transition Election
    Section 8: Delegates: Terms of Office;
    Term Limits
    Section 9: Removal of Delegates
    Section 10: Filling of Vacancies
    Section 11: Compensation
• Article Five: Board of Directors of
  the Foundation
  • Section 1: Board of Directors - Eligibility,
    Number, Powers and Duties
    Section 2: Term
    Section 3: Nomination and Election of Station Representative Directors
    Section 4: Nomination and Election of Affiliate Representative Directors
    Section 5: Nomination and Election of At-
    Large Directors
    Section 6: Transition Election
    Section 7: Removal of Directors
    Section 8: Filling Vacancies on the Board
    Section 9: Compensation
    Section 10: Restriction Regarding Interested Directors
• Article Six: Meetings of the Board
  of Directors
  • Section 1: Time and Place of Meetings
    Section 2: Special Meetings
    Section 3: Telephonic Meetings
    Section 4: Notice
    Section 5: Quorum and Approval
    Section 6: Proxies
    Section 7: Open Meetings
    Section 8: Action by Unanimous Written
    Consent
    Section 9: Accessibility
• Article Seven: Local Station Boards
  • Section 1: Local Station Boards
    Section 2: Composition of Local Station
    Boards
    Section 3: Specific Powers and Duties
    Section 4: Other Local Station Board Powers and Authority
    Section 5: Election of Officers
    Section 6: Meetings
    Section 7: Quorum and Approval
    Section 8: Associate Stations
    Section 9: Proxies Not Permitted
    Section 10: Local Station Board
    Advisory Committees

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These complete sections of the Pacifica Bylaws incorporate the amendments approved in 2007, 2008, 2011, 2012 and 2014, and are published here with all typographical errors identical to the original text formerly located at www.pacifica.org, with one noteworthy exception. Article Four, Section 9 "by a " vote" has been corrected to read "by a 2/3 vote". For more on typographical errors in the Pacifica Bylaws, see the errata page.

• Article Eight: Other Committees of the Board
  of Directors
  • Section 1: Committees of the Board
    Section 2: Composition of Board Committees
    Section 3: Standing Committees
    Section 4: Committees of Inclusion
    Section 5: Meetings and Actions of Committees
• Article Nine: Officers of the Foundation
  • Section 1: Designation of Officers
    Section 2: Election of Officers; Term
    Section 3: Removal and Resignation of Officers
    Section 4: Vacancies in Offices
    Section 5: Chairperson of the Board
    Section 6: Vice Chairperson of the Board
    Section 7: Executive Director
    Section 8: Secretary
    Section 9: Chief Financial Officer
• Article Ten: General Provisions
  • Section 1: Membership Not Transferable
    Section 2: Effect of Termination of Membership or
    Position: No Claims or Refunds
• Article Eleven: Indemnification of
  Directors, Officers, Delegates, Employees
  and Other Agents
  • Section 1: Non-Liability of Directors, Officers, &
    Delegates
    Section 2: Definitions: Agents, Proceedings and
    Expenses
    Section 3: Actions Other Than By the Foundation
    Section 4: Actions By the Foundation
    Section 5: Successful Defense by Agent
    Section 6: Required Approval
    Section 7: Advance of Expenses
    Section 8: Other Contractual Rights
    Section 9: Limitations
    Section 10: Insurance
    Section 11: Fiduciaries of Corporate Employee
    Benefit Plan
    Section 12: Amendment to California Law
• Article Twelve: Corporate Records,
  Report and Seal
  • Section 1: Maintenance of Corporate Records
    Section 2: Corporate Seal
    Section 3: Directors: Inspection Rights
    Section 4: Members: Inspection Rights
    Section 5: Right to Copy and Make Extracts
    Section 6: Annual Report to the Board
    Section 7: Annual Statement of Specific Transactions
    Section 8: Annual Reports to Third Parties
    Section 9: Exempt Activities
• Article Thirteen: Conflicts of Interest
  • Section 1: Definitions
    Section 2: Conflict of Interest Defined
    Section 3: Disclosures, Findings and Approval
    Procedures
    Section 4: Violations of the Conflicts of Interest
    Procedures
• Article Fourteen: Voluntary Dissolution and
  Prohibition Against Sharing Foundation
  Profits and Assets
  • Section 1: Method
    Section 2: Disposition of Assets
    Section 3: No Benefit Shall Inure to any Member,
    Director, Officer or Employee of the Corporation
• Article Fifteen: Voting Methods
  • Section 1: Voting Methods
• Article Sixteen: Parliamentary Procedure
• Article Seventeen: Amendment of Articles of
  Incorporation and Bylaws
  • Section 1: Amendment of Bylaws
    Section 2: Amendment of Articles of Incorporation
• Article Eighteen: Savings Clause
• Certification of Bylaws
• errata (from CT)

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