(Here is a copy of Pacifica Foundation's By-Laws for anyone interested
it contains 10 Articles and is rather lengthy/apologies in advance to you
for download time and memory space. For person(s) interested reform and
accountability within the Pacifica Foundation, having a copy of the By-laws
is a must).

PACIFICA FOUNDATION BY-LAWS
(Adopted 9/30/61, incorporating subsequent amendments as indicated)

ARTICLE ONE        INDENTITY
NAME: The name of this corporation shall be PACIFICA FOUNDATION, and shall
be referred to in these By-Laws as "The Foundation". (9/31/61)

ARTICLE TWO        OFFICES OF THE FOUNDATION
SECION 1 PRINCIPAL OFFICE: The principal office and place of business of
the Foundation shall be located in the County of Los Angeles, State of
California, or at such other place as the Board of Directors may designate.
(1/31/84)

SECTION 2 OTHER OFFICES: The Foundation shall also have offices at such
other places within or without the State of California as the Board of
Directors may from time to time designate. (9/30/61)

ARTICLE THREE     BOARD OF DIRECTORS OF THE FOUNDATION
SECTION 1 MEMBERSHIP ON BOARD OF DIRECTORS:
A. Defined:  Members of the Board of Directors shall be individuals who
have been elected to the Board of Directors as hereinafter provided and are
serving as such. (1/31/84)

B. Eligibility: Any person with an interest in the purpose and activities
of The Foundation and an ability to aid in its development and in the
conduct of its affairs is eligible to be a member and director of The
Foundation. (9/30/61)

C. Number:  There shall be such number of directors as the Board of
Directors shall from time to time decide. (9/30/61)

D. Duties and Powers:  The Board of Directors shall have the duties and
powers conferred upon it by the non-profit corporation law of the State of
California (9/30/61)

SECTION 2  ELECTION OF DIRECTORS: In order to be elected, a member must
receive the nomination and vote of a majority of the station board which
s/he represents, unless such member is classified as an "at large" member,
in which event s/he must be elected by a 2/3 vote of the Board of Directors
of the Foundation, voting by secret ballot, subject to approval of FCC
council or FCC. (1/9/88) Each station board shall nominate at least one
person of color as a permanent representative to the National Board.(2/9/91)

SECTION 3  LIMITATION OF TERMS:  After any person has served as a Director
for two consecutive three year terms, such person shall not be eligible for
further service as a Director until one year has elapsed after the
termination fo such second consecutive three year term (2/19/66)

SECTION 4  REMOVAL OF A DIRECTOR:  Any Director may be removed by the Board
of Directors at any regular or special meeting by a two-thirds vote of all
the members of the Board of Directors, provided that the grounds for such
removal are submitted with the notice of said provided further that the
said Director shall have a reasonable opportunity at said meeting to
protest his/her removal. (7/1/77)

PROPOSED BY LAW LANGUAGE - FEBRUARY  1995
SECTION 5 (AT LARGE MEMBERSHIP
NOMINATING COMMITTEE AND BOARD PLEASE NOTE:
IN THE MAY 1993 MINUTES ONE OF THE MOTIONS RELATED TO THIS BY LAW AMENDMENT
READS: That a By-law admendment be voted on at the next meeting of the
National Board related to at-large postions and officers.  All at large
members will be elected for a one year term unless the at large member is
an officer, then that person will serve a two year term.  The maximum six
year term limit shall not apply to at large members or officers.

HERE IS THE CHANGE PROPOSED BY THE NOMINATING COMMITTEE:
Be it resolved that the election of at-large members to the board is
separate and distinct from the elections of foundation officers. People
elected as officers of the foundation do not automatically become at large
members by a duly passed motion. An at large member who is an officer, will
serve a two year term.  The maximum six year term limit shall not apply to
at-large members or officers.

ARTICLE FOUR   MEETING OF THE BOARD OF DIRECTORS
SECTION 1   TIME AND PLACE OF MEETINGS:   Meetings of the Board of
Directors shall take place three (3) or more times per year, at such times,
dates and places as designated by a majority vote of the Board of Directors
at the previous meeting.  The meeting nearest to September shall be
referred to as the annual meeting. (1/31/84)

SECTION 2  SPECIAL MEETINGS: Special meetings of the Board of Directors may
be called by the Chair or by a majority vote of the Executive Committee or
by a majority vote of the full Board. (1/31/84)

SECTION 3  NOTICE: Written notice of every regular and special meeting of
the Board of Directors, stating the time and place of said meeting, and the
purposes thereof, shall be mailed or delivered to the Board of Directors at
least seven days before any such meeting. (9/30/61)

SECTION 4  QUORUM: A quorum at any meeting of the Board of Directors shall
consist of one-third of the duly elected Directors. (1/31/84)

SECTION 5  ATTENDANCE: Any Director who shall have been absent from three
consecutive meetings of the Board of Directors shall be automatically
dropped from the Board unless such absences are excused by a majority vote
of the Board of Directors. (7/31/76)

SECTION 6  ACTION BY UNANIMOUS WRITTEN CONSENT: Any action required or
permittecd to be taken by the Board of Directors may be taken without a
meeting, if all members of the Board shall individually or collectively
consent in writing to such action. Such written consent shall have the same
force and effect as a unanimous vote of such Directors. (2/19/66)

SECTION 7 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 (7/31/76)

ARTICLE FIVE    OFFICERS OF THE FOUNDATION

SECTION 1  DESIGNATION OF OFFICERS: The officers of Pacifica Foundation
shall be a Chair of the Board of Directors, a Vice-Chair, a Secretary, a
Treasurer, and such Vice-Chairs, Assistant Secretaries and Assistant
Treasurers as may be authorized from time to time by the Board of
Directors. (1/31/84)

SECTION 2  ELECTION AND REMOVAL OF OFFICERS:
A. ELECTION AND TERM OF OFFICES: The officers of the Foundation shall be
elected by-annually in even numbered years by the Board of Directors, and
shall serve for a term of two years, or until the election of their successors.(1/9/88)

B. REMOVAL: Any offiers may be removed by the Board of Directors at any
regular of special meeting by a majority vote of all of the members of the
Board of Directors, provided that the grounds for such removal are
submitted with notice of said meeting, and provided further that said
officer shall have a reasonable opportunity at said meeting to protest
his/her removal.(9/31/61)

ARTICLE SIX    EXECUTIVE DIRECTOR
SECTION 1   DEFINED: The Board shall employ a person designated as the
Executive Director, whose duties will be as outlined in that document know
as Organization and Procedures, and who shall serve as the chief executive
of the Foundation. (1/31/84)

SECTION 2  OVERSIGHT AND SUPERVISION OF THE EXECUTIVE DIRECTOR: Oversight
and supervision of the Executive Director shall be according to the
structure provided in the document know as Organization and Procedures.(1/31/84)

ARTICLE SEVEN    EXECUTIVE COMMITTEE
SECTION 1  ELECTION AND MEMBERSHIP:
A.  At the annual meeting of even numbered years, there may be elected by
the Board of Directors from among its members, an Executive Committee
composed of the Chair of the Board, the Treasurer of the Foundation, the
Secretary and the Vice-Chair of the Board and such other members as to make
certain that each of the five signal areas has representation on the
Executive Committee.  The Executive Committee shall have only such powers
as the Board shall delegate to it. Minutes of its meetings shall be
furnished to each member of the Board of Directors before the following
meetings of the Board of Directors. (1/8/88)

B. Vacancies of the Executive Committee may be filled by the Board of
Directors at any meeting of the Board. (7/1/77)

SECTION 2    OTHER COMMITTEES: The Board of Directors may from time to time
select other committees of its members for such purposes as are authorized
by the corporate law of the State of California. (9/30/61)

ARTICLE EIGHT    GENERAL PROVISIONS
SECTION 1  RESIGNATION:  Any person may resign his or her position by
written resignation filed with the secretary of the Foundation.(1/31/84)

SECTION 2 MEMBERSHIP NOT TRANSFERABLE: Membership on the Board of
Directors, or on the Executive Committee, or any position as Officer of the
Foundation, is not transferable by assignment, inheritance, or by
execution, bankruptcy, or other process of law. (9/30/61)

SECTION 3  EFFECT OF TERMINATION OF MEMBERSHIP ON BOARD OF DIRECTORS, OR
EXECUTIVE COMMITTEE, OR POSITION AS OFFICER OF THE FOUNDATION: Membership
on the Board of Directors or the holding of any office in the Foundation,
shall cease and terminate upon the death of the member, upon her/his
withdrawal as provided in these By-Laws, upon the termination of
membership, or office-holding position, and thereafter, neither the heirs
nor personal representative of the deceased members, or withdrawing or
withdrawing and terminated members, or office-holders, shall have any claim
whatsoever upon the assets of the Foundation, or any claim whatsoever
arising out of said membership or the holding of said Directors, or officer
of the Foundation.  No member of the board of Directors, or officer of the
Foundation, either while such a member or officer, or upon termination
of membership or office, for any reason whatsoever, shall be entitled to
the return of any monies theretofore paid by her/him or advanced to the
Foundation as a contribution to the Foundation, or any station owned and
operated by the Foundation. (1/9/88)

SECTION 4  NON-LIABILITY OF DIRECTORS: Directors shall not be personally
liable for the debts, liabilities, or other obligations of the corporation.
(5/30/87)

SECTION 5  INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS: To the extent that a person who is, or was, a Director,
officer, employee or other agent of this corporation has been successful on
the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgement against such person
by reason of the fact that he or she is, or was an agent of the
corporation, or has been successful in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses actually
and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgement
against him or her, then indemnification against expenses, judgements,
fines, settlements and other amounts reasonably incurred in connection with
such proceedings shall be provided by this corporation to the extent
allowed by, and in accordance with the requirements of, Seciton 5238 of the
California Non-Profit Public Benefit Corporation Law. (5/30/87)

ARTICLE NINE   AMENDMENT OF BY-LAWS
These By-Laws may be amended, or repealed in whole or in part at any
meeting of the Board of Directors, provided that the proposed changes have
been submitted to each member of the Board of Directors wiht the notice of
the meeting and provided further that the right of waiver of notice of
meeting shall not apply.  In order to be adoped, any proposed must receive
the vote of two-thirds of all members of the Board of Directors present and
voting or voting by signed ballot received before the meeting at which the
proposal is voted upon convenes.  The Directors voting by mail ballot must
attach an exact copy of the proposal being voted upon to their ballots.(9/30/61)

ARTICLE TEN   As to any matter not herein specified, Robert's Rules of
Order (revised edition) shall apply. (9/30/61)