ARTICLES OF INCORPORATION
of PACIFICA FOUNDATION
(a Non-profit Corporation) [*1]
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned residents of the State of California,
have voluntarily associated ourselves together for the purpose
of forming a non-profit corporation under and by virtue of
the laws of the State of California, and particularly under
the provisions of Article I of Title XII, Part IV, Division
1, of the Civil Code of the Sate of California, and
WE DO HEREBY CERTIFY:
I
That the name of this corporation shall be -
PACIFICA FOUNDATION.
II [*2]
That the purposes of this corporation shall be:
(a) To establish a Foundation organized and operated exclusively
for educational purposes no part of the net earnings of which
inures to the benefit of any member of the Foundation. [*3]
(b) To establish and operate for educational purposes, in
such manner that the facilities involved shall be as nearly
self-sustaining as possible, one or more radio broadcasting
stations licensed by the Federal Communications Commission
and subject in their operation to the regulatory actions of
the Commission under the Communications Act of 1934, As Amended.
(c) In radio broadcasting operations to encourage and provide
outlets for the creative skills and energies of the community;
to conduct classes and workshops in the writing and producing
of drama; to establish awards and scholarships for creative
writing; to offer performance facilities to amateur instrumentalists,
choral groups, orchestral groups and music students; and to
promote and aid other creative activities which will serve
the cultural welfare of the community.
(d) In radio broadcasting operations to engage in any activity
that shall contribute to a
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*1 Original Articles filed on august 24, 1946, as amended
through the last amendment filed with the Secretary of State
on February 2, 1976. Certified copies of the Articles of Incorporation
and subsequent Certificates of Amendment may be obtained directly
from the Secretary of State of the State of California.
*2 Article II was amended in whole on August 19, 1948.
*3 Article II Subsection (a) was amended March 6, 1971, filed
April 9, 1971, and corrected amendment filed May 5, 1971.
lasting understanding between nations and between the individuals
of all nations, races, creeds and colors; to gather and disseminate
information on the causes of conflict between any and all
of such groups; and through any and all means compatible with
the purposes of this corporation to promote the study of political
and economic problems and of the causes of religious, philosophical
and racial antagonisms.
(e) In radio broadcasting operations to promote the full
distribution of public information; to obtain access to sources
of news not commonly brought together in the same medium;
and to employ such varied sources in the public presentation
of accurate, objective, comprehensive news on all matters
vitally affecting the community.
III [*4]
That this corporation, contemplating no pecuniary gain or
profit to the members thereof, has no capital stock.
IV
That this corporation shall have perpetual existence and
shall possess all the powers provided for in Section 597 of
the Civil Code of the State of California.
V [*5]
That the principal office for the transaction of the business
of this Corporation shall be located in the County of Los
Angeles, State of California.
VI
That the number of directors of this corporation, to be known
as the Committee of Directors, shall be five (5), and that
the names and addresses of the persons who are to act in the
capacity of such directors until the selection of their successors,
are as follows:
Lewis Hill, 748 Shrader Street, San Francisco 17, California.
H. Don Kirschner, 2?23 Haste Street, Berkeley, California.
Homer Sisson, 2617 Pine Street, San Francisco California.
William Triest, 1850 Vallejo Street, san Francisco, California.
John Waldron, Pedro Valley, Shelter Cove, Box 2, San Mateo
County, California.
That special authority is hereby delegated to the members
of this corporation to change
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*4 Article III was amended August 19, 1948, filed August
20, 1948.
*5 Article V was amended August 19, 1948, filed August 20,
1948, and again amended November 22-23, 1975, filed February
3, 1976..
the number of directors thereof at any time by the adoption
of a By-law to that effect.
VII.
That the authorized number and qualifications of its members,
the different classes of membership, if any, and the property,
voting and other rights and privileges of each class of membership
shall be set forth in the By-laws of the corporation, and
no member of this corporation shall ever be liable to said
corporation for any dues or assessment beyond the membership
fee provided for at the time of his admission to membership
in said corporation.
VIII. [*6]
All the property of this non-profit corporation, whether
presently owned or held or hereafter acquired, is irrevocably
dedicated only to charitable purposes and to the purposes
of operating one or more non-commercial educational FM broadcast
stations or one or more educational television stations as
defined in Section 225.5 of the California Revenue and Taxation
Code, and upon the liquidation, dissolution or abandonment
of this corporation none of its property shall inure to the
benefit of any individual or private person but all such property
shall be distributed to a fund, foundation or corporation
organized and operated for charitable purposes or for operating
one or more non-commercial educational FM broadcast stations
or one or more educational television stations, as aforesaid,
and whose property is irrevocably dedicated only to exempt
purposes as specified in Section 214 of the California Revenue
and Taxation Code.
IX. [*7]
IN WITNESS WHEREOF we have hereunto set our hands this 19th
day of August, 1946.
Lewis Hill H. Don Kirschner
Homer Sisson William Triest
John Waldron
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*6 Article VIII was amended by amendment filed March 4, 1968
*7 Article IX was deleted by amendment filed March 4, 1968.
History of Amendments:
1948 Amendment: "The Resolution of Amendment" was
proposed "at a meeting of the Committee of Directors,"
after it had "consulted with the Executive Membership,"
with three of the five members present and voting unanimously
in favor. Subsequently, the Resolution was adopted "at
a Special Meeting of the Executive Membership of Pacifica
Foundation" with six of the eleven Executive Members
present and voting unanimously in favor.
1) The prior Article II, that was struck in whole and replaced,
had read:
"That the purposes of this corporation shall be:
(a) To encourage, and provide outlets for, the creative skills
and energies of the community; to conduct classes, study groups
and workshops in the writing and producing of drama; to establish
awards and scholarships for creative writing; to offer public
facilities to amateur instrumentalists, choral groups, orchestral
groups and musical students; and to promote and aid other
creative activities which will enrich the standards of art
and entertainment in the community.
(b) To promote the full distribution of public information;
to obtain access to sources of news not commonly brought together
in the same medium; and to employ such varied sources in the
presentation to the public of accurate, objective, comprehensive
news on all matters vitally affecting the community.
(c) To engage in any activity that shall contribute to a
lasting understanding between nations and between the individuals
of all nations, races, creeds and colors; to gather and disseminate
information on the causes of conflict between any and all
of such groups; and through any and all means available to
this society, to promote the study of political and economic
problems, and the causes of religious, philosophical and racial
antagonisms.
(d) To establish and maintain radio, school, newspaper, printing,
publishing, and bookstore facilities, and any other activities
that may be deemed necessary or appropriate to the carrying
out of any of the purposes of this corporation.
(e) To do such things and engage in and such activity as
shall serve the educational, recreational and cultural welfare
of its members and the public."
2) The prior Article III, that was struck in whole and replaced,
had read:
"That this corporation does not contemplate pecuniary
gain or profit to the members thereof, and has no capital
stock."
3) The prior Article V, that was struck in whole and replaced,
had read:
"That the principal office for the transaction of the
business of this corporation shall be located in the County
of Contra Costa, State of California."
1968 Amendment: The "resolution was adopted" on
December 9, 1967, "at a meeting of the board of directors",
with "all the directors" having "approved and
consented in writing." There is no indication of the
total number of directors. "The total number of members
of the corporation" was "14" and "the
number of members who have consented in writing to said amendments
is 14." There is no indication of when the last of the
14 members executed a written consent. The amendments were
filed on March 4, 1968.
1) Article IX was "completely deleted" and had
read:
"None of the terms or provisions of Article VIII hereof
may be eliminated, amended or altered without approval of
all of the directors and all of the members of this corporation."
2) The prior Article VIII, that was fully amended, had read:
"Upon the dissolution or winding up of this corporation,
after paying or adequately providing for the debts and obligations
of the corporation, the Committee of Directors or persons
in charge of the liquidation shall distribute all the remaining
assets to any recognized educational institution or institutions
to be used for the creation of scholarships for international
exchange of students, and no part of said assets shall ever
be distributed to any of the members of this corporation upon
the liquidation thereof."
First 1971 Amendment: The "resolution was adopted"
"at a meeting of the Board of Directors" on March
6, 1971, and "the number of directors who voted affirmatively
for the adoption of said resolution is nine (9) and that the
number of directors constituting a quorum is four (4)."
At the same meeting, "the directors, acting as members
pursuant to Section 9603 of the California Corporations Code,
adopted said amendment by resolution"; the number of
members who voted affirmatively for the adoption of said resolution
is nine (9), and that the number of members constituting a
quorum is four (4)." there is no indication of the total
number of directors or members. This amendment filed on April
9, 1971, effectively deleted the word "substantial."
Article II Subsection (a), that had been stricken and replaced,
had read:
"To establish a Foundation organized and operated exclusively
for educational purposes no part of the net earnings of which
inures to the benefit of any member of the Foundation, and
no substantial part of the activities of which is designed
to carry on propaganda or otherwise attempt to influence legislation."
Corrected 1971 Amendment: The amendment filed April 9, 1971,
did not conform "to the wording of the resolution set
forth therein to the wording of the resolution as adopted
by the Board of Directors" at the March 6, 1971, meeting.
The corrected wording of the amendment filed May 5, 1971,
effectively deleted all words after "any member of the
Foundation."
Article II Subsection (a), that was stricken and replaced,
had read:
"To establish a Foundation organized and operated exclusively
for educational purposes no part of the net earnings of which
inures to the benefit of any member of the Foundation, and
no part of the activities of which is designed to carry on
propaganda or otherwise attempt to influence legislation."
1976 Amendment: The "resolution was adopted" "at
a joint meeting of the board of directors and members"
on November 22-23, 1975; "the number of members who voted
affirmatively for the adoption of said resolution is 16, and
that the number of members constituting a quorum is 13."
There is no indication whether the directors were acting as
members. There is no indication of the total number of directors
or members. The amendment filed February 2, 1976, effectively
deleted the word "Alameda" and substituted the words
"Los Angeles."
Article V, that was amended, had read:
"That the principal office for the transaction of the
business of this corporation shall be located in the County
of Alameda, State of California. "
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