_c_p_r_2_psy_trance_ambient + KBOOMusic

AMENDED and CORRECTED

BYLAW ADDITIONS AND CHANGES

Pursuant to KBOO Bylaws Article XIII this Petition is submitted to The KBOO
Foundation for the purpose of placing each of the attached 19 (nineteen) Proposed
Additional or Changed KBOO Bylaws on the Ballot for voting and counting at the
Annual Meeting of members required to be held in September 2010, or in the
alternative, for the members to vote on each of the attached 20 twenty) Proposed
Changed KBOO Bylaws by responding as polled by mail.

This AMENDED and CORRECTED MEMBERS* PETITION shall replace the
content of each and any petition however designated previously submitted by
petition of its members to The KBOO Foundation under the name of Petitioner
Kathleen Leonard-Bushman, 12024 SW River Rd,. , Apartment 3, Milwaukie 97222.
and submitted for the purpose of having proposals for Bylaw additions and changes
duly placed before members of the KBOO Foundation for possible adoption by

This AMENDED and CORRECTED PETITION is hereby delivered
electronically to The KBOO Foundation by e-mail posted to manager@kboo.org . A
printed copy shall also be delivered to The KBOO Foundation at its registered office
at 20 SE 8 th Avenue, Portland, OR 97214.

/ sgd/ Kathleen Leonard-Bushman, 12024 SW River Rd,. , Apartment 3, Milwaukie
97222 DATE: September 6, 2010

Herewith is the submitted List of more than 30 named co-petitioners, all

volunteers or paid-up members .of The KBOO Foundation withMEMBERSHIP EXPIRATION DATE

vote.

included.

Susan Boyl 09/17/10
Beverly Brown 08/13/11
Walter Brown 08/13/11
Kathleen Bushman 07/13/11
Don Caughey 01/20/11
Kathy Conner 09/23/10
J oann Corbett-Pappadopoulos

04/30/11

Roger Horiuchi
Chris Henry
George Hutchinson
Jeff Kipilmann
Terry Leland
Gregory Little
Yaney Maciver
Yvette Maranowski
David R, Meade
Tim Nam
Glen Owen

Michael Papadopoulos
Danielle Parks
Tenzin Sherab
Tenzin Tsering
Margi Willowmoon

04/09/11
09/17/10
02/04/11

07/30/11
08/26/11

08/31/11
11/04/10
08/17/11
08/16/11

Tenzin Dadon 10/15/10

David E. Delk 10/19/10

Tsering Dolma 10/15/10

Ed R. Epley 07/07/11

Daniel Flessas 08/31/11

S c ott Forrester 05/24/11

Jeremy Griffith 07/30/11

Roberta L. Hall 01/31/11

10/14/10
10/15/10
10/15/10
11/14/10

12/11/10
02/21/11
08/31/11

BYLAW PROPOSALS

Member-Petitioners 1 submission

of

New or Changed KBOO BYLAW Articles

for

Membership Vote

1: PREAMBLE

Because The KBOO Foundation is a membership nonprofit corporation created under Oregon
Law, the members of the Foundation exercise control as owners of the corporation because they have the
sole authority to adopt bylaws and to elect directors. The members also understand that the KBOO
Directors have a duty to give complete, undivided loyalty to the corporation by respecting the intent of
the members; it is the members' intent that the Board of Directors foster the relation between the
members and their Foundation by applying KBOO's oft-stated core values off the air as well as on-air.

To safeguard against abuse of the relationship between The KBOO Foundation, its members and
its Board of Directors, the members require the highest level of honesty, transparency, accountability
and full disclosure in the making of Board decisions about actions to be taken by The KBOO Foundation.

Internet technology makes it possible for all members to be speedily informed of Board decisions
and actions and of the information on which those decisions and actions are made. The members intend
that The KBOO Foundation's decision power shall ultimately rest on the KBOO membership's power
of supervision and speedy review.

Members of KBOO have no simple and inexpensive remedy against actions and decisions of the
KBOO Foundation which appear to affect the rights of a member or of members.

It is the members' understanding, hope and intent that their right individually or collectively
to seek relief from decisions and actions of The KBOO Foundation will result from exercise of effective

membership control of Foundation decisions and actions.

2: CONFLICTING BYLAWS

Conflicts between bylaws shall be resolved in favor of enforcing the members' intent that all
corporate powers of The KBOO Foundation be exercised under the supervision and ultimate control of
the membership.

It is the members' intent that there shall be one class of members of this corporation .Although
BYLAWS Article IV Section 2 provides that membership of this corporation shall consist of all paid-
up members, volunteers, and staff and BYLAWS Article VI Section 14 provides that no person shall
serve as staff and Board member at the same time, these three groups form part of a single community of
persons each having identical ownership powers of supervision and control of The KBOO Foundation,
its policies and its decisions.

It is also the members' intent that only a natural person shall become a member of this
Foundation; no Corporation , organization or business is a natural person capable of exercising powers of
supervision and control which are identical to those to be shared with members who are natural
persons.

Where an organization or business is a current member which has designated a person to vote on
its behalf, pursuant to KBOO BYLAWS: Art . V Sec. 8, that membership will be either be allowed to
expire without option of renewal or may be transferred to a designated person who is able to share in
the ownership powers of members.

4: ARTICLE V: Section 2: Special Meetings

Special meetings of the members of The KBOO Foundation may be called by the Board of
Directors. The members' intent is that a special meeting shall be called whenever a member demands to
have the Foundation act to resolve a conflict which the Board has failed or refused to resolve under
processes which are transparent; the Board shall account for its failure or refusal. It is also the
members' intent that a special meeting be called when any member present at a meeting of the board of
directors and participating in discussion demands a review and possible reversal or amendment of a
board decision for the reason that the decision may affect the rights of a member or of members under
Oregon statute, KBOO Articles of Incorporation or KBOO Bylaws. Member demands for a special
meeting addressed to The KBOO Foundation shall be in written or electronic form and shall state the
purpose or purposes for which the meeting is called.

5; Art V, Section 4: Notice of Meetings.

It is the members' intent that The KBOO Foundation shall, whenever possible, use Internet
technology to reduce the expenditure needed to notify each member of the place, date, and time of the
annual and of any special meeting. Notice is effective when electronically posted to the member's e-
mail address or when mailed postpaid to the member's street address no fewer than fourteen days
before the meeting . Notice of an annual meeting shall include a description of any matter or matters
which must be approved by the members under Chapter 65 of Oregon Revised Statutes. Notice of a
special meeting shall also include a description of the purpose or purposes for which the meting is
called.

6: ARTICLE V Section 7: Quorum

A quorum for a members' meeting shall be five percent of the members of The
KBOO Foundation, except that where a special meeting is demanded by a member, the
quorum shall be double the number of directors in attendance plus one. When the
absence of a quorum is noticed by a member no business may be transacted beyond
fixing the time to which to adjourn, to recess or take measures to obtain a quorum.

7: ARTICLE VI: Board of Directors , Section 1: General Powers.
Section 1(a)

It is the members' intent that The KBOO Foundation be supervised by and be subject to the
control of its members, who shall actively participate in setting major policies and making major
decisions.

Section 1(b)

Active membership participation in setting major policies and making major decisions, requires
that the members shall be informed of the deliberations and of the facts and reasons on which KBOO
decisions are made; it also requires all decisions to be arrived at openly, so that all meetings of board
members and of committees shall be open, accessible to members and electronically recorded. Such
records shall be maintained for at least ten years, and in electronic form shall be available for free
public inspection and copying.

Section 1 ©

Active membership participation in the making of both major and minor decisions requires The
KBOO Foundation to allow and to facilitate unmoderated, uncensored communication between
individual members ; it also requires the taking of minutes to record policy decisions, and proposed
actions, with the names of those voting so that the record of decisions shall be reviewable by any
Foundation member and so that decisions representing negligence and malfeasance of any Foundation
member exercising powers under the authority of this corporation can be traced. All minutes shall be
archived in electronic or print form, and in electronic form shall be available for free public inspection
and copying.

Section 1 (d)

It is the members' intent that all affairs of The KBOO Foundation shall be managed under the
direction of the Board of Directors or of its committees or staff acting under the supervision and control
of the membership. Each director is accountable to the membership for decisions or actions made on
behalf of The KBOO Foundation,

8: ARTICLE VI: Section 3 -.Term

It is the members' intent that the term of office for an elected Board Member shall be three
years, beginning October 1 and ending September 30. The term of office for any Board member appointed
by the Board of Directors shall end at the next annual meeting of members of The KBOO Foundation.

Despite the expiration of a Director's term, the Director shall continue to serve until the
Director's successor is seated. A Board member may be reelected without limitation on the number of
terms the Board member may serve.

9: ARTICLE VI: Section 7: Board Vacancy

Any vacancy on the Board of Directors and any newly created Board positions shall be filled by
a majority vote of the members then on the Board of Directors, until the next annual election.

10: ARTICLE VI :Section 8(a): Absence from Meeting

Any Board member who misses three or more Board meetings per year, including the annual
meeting and annual Board retreat, may be removed by a majority vote of the Directors then in office.
The Board may excuse absences for proper reason and the decision to excuse shall be recorded in the
Minutes together with the list of votes together with the vote count.

11: ARTICLE VI: Section 8(b) Membership Removal of Directors

It is the intent of the Foundation members t hat one, or more than one or more
sitting Board member may be removed, by a vote of two-thirds of the members of The
KBOO Foundation present at a special membership meeting called for that purpose.
The notice for the meeting shall state that the purpose of the meeting is the removal
of one or more than one Director and the reason proposed for cause or without cause
for the removal shall be also stated. Those proposed for removal shall be named in
the notice.

12: ARTICLE VI: Section 8(c) Board Removal of Appointed Directors

It is the intent of the Foundation members that any appointed Board member may be removed,
with or without cause, by a two-thirds of the sitting Directors who were elected by the members. Fair
and reasonable notice of the proposed removal shall be announced and published in the agenda of a
Board meeting. The notice for the meeting shall state that the purpose of the meeting is the removal of
one or more than one Director. Those proposed for removal shall be named in the notice.

13: Art. VI; Section 13: Open Meetings

It is the intent of The KBOO Foundation that the Board of Directors, its committees and other
committees created by it shall hold open meetings preceded by adequate electronic notification
published on the KBOO Web pages. It is also the intent of the membership that the Board of Directors
may only hold sessions closed to the public after issuing notice that the Directors intend to discuss a
topic identified as privileged in statute or bylaw, the notice shall state the topic and state on what
authority it is privileged. Any decision based on discussion in a closed session shall be made in public
session ,shall be recorded and Minutes should be taken and published. Privileged topics include those
relating to the initial hiring of staff, and to subsequent disciplinary meetings. The staff person may
request that the hearing be open, and must be given notice of that hearing and opportunity that it be
open.

In no case may the Directors meet in closed session to discuss matters of policy, matters of
governance, or the candidacy of any member for appointment or for election.

The Directors may also choose to hold a closed session so that every director may engage in
frank and candid discussion with legal counsel retained in litigation involving The KBOO Foundation,
also in frank and candid discussion with financial advisers in regard to the acquiring, exchanging or
relinquishing of KBOO's investments.

14: Article VIII; Section 1: Committees of Directors.

The Board of Directors may create and appoint one or more committees of the Board of
Directors, each of which shall consist of two or more Directors, which shall exercise the authority of
the Board of Directors in the management of the corporation, subject to the supervision and control of
the membership; no committee of the board may authorize distributions; approve or recommend to
members dissolution , merger, or the sale, pledge, or transfer of any Foundation asset or license; of value
greater than $1000, elect, appoint, or remove Directors or fill vacancies on the Board or on any of its
committees; or adopt, amend, or repeal the Articles of Incorporation or these bylaws.

15: Article VIII: Section 2(a) -.Nominating Committee.

It is the intent of the membership that the nomination of candidates for election
is a matter for only the candidates to determine: Director and Staff involvement in
KBOO elections and Board appointment shall be transparent and limited to the
election or the appointment process.

16: Article VIII: Section 3. Other Committees.

The Board of Directors may create other committees not having and not exercising the
authority of the Board of Directors in the management of the corporation. Any member of The KBOO
Foundation who attends three consecutive meetings of any such committee is a member of that
committee. At any meeting of such a committee there may be present to observe the proceedings a Board
member appointed by the Board, and a staff member appointed by staff; the status of observer carries
rights to committee membership. At each such meeting one committee member shall be chosen to chair
the subsequent meeting.

17: Article VIII: Section 9: Sec 4(a): Program Committee.

The Program Committee shall conduct ongoing evaluations of programming and programmers;
evaluate program proposals; make recommendations concerning programming changes to the Program
Director; and advise the Board of Directors regarding programming goals and issues. The Program
Committee shall also serve as the corporation's Community Advisory Board. In that capacity, it shall
review the programming goals established by the corporation, the service provided by the corporation,
and the significant policy decisions rendered by the corporation; advise the Board of Directors with
respect to whether the programming and other policies of the corporation are meeting the specialized
educational and cultural needs of the communities served by the corporation; and make such
recommendations as it considers appropriate to meet such needs. Program Director decisions shall be
placed before the Board of Director; Board decisions which concern programming are made under the
supervision and control of the membership through the power to call a special meeting of members.

18 Article VIII: Section 9: Committee Requirements

All committees shall hold open meetings pursuant to Article VI, Section 1(b) of these bylaws, shall post
electronic notice of their meetings, and shall also take and post electronic minutes of their meetings.
Electronic posting shall be done on KBOO's web pages.

No Standing Committee of Directors, Standing Other Committee or Other Committee
mentioned in Art. VIII shall hold closed meetings; but any member of any such committee shall be free
to attend a closed meeting of the Board of Directors, upon receipt of proper notice and a Board request
for attendance, for the purpose of contributing to the frank and candid discussion mentioned in Art. VI,
Sec. 13

19: Article X: Section 4: Use of Members List by Members

In addition to what is required under KBOO BYLAWS: Article 5 Section 6, the Members' list to
be prepared by the KBOO Foundation shall contain current alphabetical list of the names, addresses
and expiry dates for all its members.

The list of members shall be available for free electronic inspection and copying by any member
for the purpose of communicating with other members about the decisions and actions of the Foundation,
or to solicit support for the holding of a membership meeting, or to solicit support for the appointment
of a member to the Board of Directors, or to solicit votes for declared or undeclared candidates .

"Addresses" shall include telephone numbers and e-mail addresses in order to
facilitate rapid and inexpensive communication between members on matters relating to KBOO business
especially about Foundation decisions and actions which appear to affect the rights of a member or of
members.

Individual members shall be afforded the option of not providing telephone numbers and e-
mail addresses to the KBOO Foundation