_c_p_r_2_psy_trance_ambient + KBOOMusic

Twenty Ballot Proposals - Mon Aug 16 th 2010

as submitted by Member-Petitioners submitting New or Changed KBOO BYLAW Articles
page 1 of 4

Twenty Ballot Proposals
as submitted by
Member-Petitioners
submitting
New or Changed
KBOO BYLAW Articles

1 : PREAMBLE

The KBOO community firmly rejects the culture of retribution
and exclusion in favor of transparency and accountability of
management to the members of THE KBOO FOUNDATION.

It is therefore the members' intent that the Board of Directors
foster the relation between the members and their Foundation
by applying and not rejecting KBOO's oft-stated core values
off the air as well as on-air.

Because THE KBOO FOUNDATION is incorporated as a
membership nonprofit corporation, the members also
understand that the KBOO Directors have a duty to give
complete, undivided loyalty to the corporation and its
members.

The relationship between THE KBOO FOUNDATION, its
members and its Board of Directors requires the highest level
of honesty, transparency, accountability and full disclosure to
be a necessary part of Board decisions and actions.

Because 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 review and supervision.

2: CONFLICTING BYLAWS

It is the members' intent that conflicts between bylaws be
resolved in favor of supporting the members' intent that all
corporate powers shall be exercised under the supervision and
ultimate control of the membership.

3: ARTICLE IV: Section 1 . Classes of Members.

It is the members' intent that all members shall have identical
powers of supervision and control of the KBOO Foundation.

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 preson.

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 is terminated
or is transferred to the designated person.

4: ARTICLE V: Sec 2: Special Meetings

Special meetings of the members of the corporation may be
called by the Board of Directors..

It is the members' intent that a special meeting shall also be
called whenever a member demands to have the corporation act
to resolve a conflict which the Board has failed or refused to
resolve under processes which are transparent and under which
the Board shall account for its failure or refusal.

A special meeting shall also 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.

Written member demands for a special meeting shall be
addressed to THE KBOO FOUNDATION.

5: Art. IV, Sec 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 meeting and of any special meeting.

Notice is effective when electronically posted to the member's
email 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 meeting is called.

6: ARTICLE V. Sec 6. Members' List.

The Foundation shall prepare and maintain in electronic form a
current alphabetical list of the names, addresses and
membership dates of all its members.

The list of members shall be available for 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

Twenty Ballot Proposals - Mon Aug 16 th 2010

as submitted by Member-Petitioners submitting New or Changed KBOO BYLAW Articles
page 2 of 4

declared candidates.

A member, the member's agent or attorney is entitled, on
written demand setting forth a proper purpose, to inspect and,
subject to the requirement of Chapter 65 of Oregon Revised
Statutes, to copy the list at a reasonable time and at the
member's expense, during the period it is available for
inspection.

The corporation shall make the list of members available at the
meeting, and any member, or the members' agent or attorney, is
entitled to inspect the list for any proper purpose at any time
during the meeting or any adjournment.

7: ARTICLE V. Sec 7 : Quorum

A quorum shall consist of five percent of the members of the
corporation, 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.

8: ARTICLE VI: Board of Directors , Sec. 1: General Powers.

Sec. 1(a) The Foundation members intend the KBOO
Foundation to be a organization supervised by and subject to
the control of its members, who actively participate in setting
major policies and making major decisions.

Sec. 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.

Sec. 1 (c) 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 in order that the record
of decisions shall be reviewable by any Foundation member
and in order that decisions representing negligence and
malfeasance of any Foundation member exercising powers
under the authority of the Foundation can be traced.

Sec. 1 (d) All corporate powers shall be exercised by or under
the authority of, and the affairs of the corporation 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,

9: 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.

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.

10: ARTICLE VI: Section 7 : Board Vacancy

Sec. 7(a) 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.

Absences may be excused by the Board for proper reasons; the
decision to excuse is invalid unless recorded in the Minutes
together with the list of Directors voting for or against..

Sec. 7(b) It is the intent of the Foundation members that one, or
more than one, sitting Board member may be removed, with or
without cause, by a vote of two-thirds of the members 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. Those
proposed for removal shall be named in the notice.

Sec. 7 (c) It is the intent of the Foundation members that any
Board member appointed by the Board to fill a vacant seat may
be removed, with or without cause, by a two-thirds of the
sitting Directors who were elected by the members.

1 1 : ARTICLE VI: Section 8(a) Removal of Board member for
repeated absence

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
reasons and the decision to excuse shall be recorded in the
Minutes together with the list of of Directors voting for or
against

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

It is the intent of the Foundation members that one, or more

Twenty Ballot Proposals - Mon Aug 16 th 2010

as submitted by Member-Petitioners submitting New or Changed KBOO BYLAW Articles
page 3 of 4

than one sitting Board member may be removed, with or
without cause, by a vote of two-thirds of the members 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.

Those proposed for removal shall be named in the notice.

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

It is the members ' intent that any Board member appointed by
the Board to fill a vacant seat may be removed, with or without
cause, by a two-thirds majority of the sitting Directors who
were elected by the members.

14: ARTICLE VI: Section 8(d) Limiting the term of a
Director's appointment

It is the members ' intent that a board member appointed to fill
a vacancy shall serve for a term ending at the next annual
election

15: ARTICLE VI: Sec. 13: Open Meetings

It is the intent of THE KBOO FOUNDATION that the Board
of Directors, the Board's committees and other committees
created by the Board 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 upon what authority it is privileged.

Any decision based on discussion in a closed session shall be
announced 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 of the opportunity to
specify 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.

16: Article VIII: Sec. 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
Foundation, 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.

No such Committee may, elect, appoint, or remove Directors or
fill vacancies on the Board or on any of its committees; nor
adopt, amend, or repeal the Articles of Incorporation or these
bylaws.

17: 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.

18: Article VIII: Section 3. Other Committees.

The Board of Directors may create other committees not
having and exercising the authority of the Board of Directors in
the management of the Foundation.

Members of these shall include at least one Board member
appointed by the Board as an observer, one staff member
appointed by staff as an observer, and any member of the
corporation who attends three consecutive meetings. Observers
have no voting power.

19: 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 Foundastion's

Twenty Ballot Proposals - Mon Aug 16 th 2010

as submitted by Member-Petitioners submitting New or Changed KBOO BYLAW Articles
page 4 of 4

Community Advisory Board.

In that capacity, it shall review the programming goals
established by the Foundation, the service provided by the
Foundation, and the significant policy decisions rendered by
the Foundation; and shall 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 Foundation
and make such recommendations as it considers appropriate to
meet such needs.

Program Director decisions shall be placed before the Board of
Directors.

oard decisions which concern programming are made under
the supervision and control of the membership through the
power to call a special meeting of members.

20: 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
its meetings, and shall also take and post electronic minutes of
its meetings. Electronic posting shall be done on KBOO's web
pages

Any Standing Committee of Directors, Standing Other
Committee or Other Committee mentioned in Art. VIII shall not
hold closed meetings but shall be free to attend a closed
session of Board of Directors , upon receipt of published notice
and a Board request for attendance, for the purpose of
contributing to the frank and candid discussion mentioned in
Art. VI, Sec, 13