Article Thirteen, Conflicts of Interest, Section 3: Disclosures, Findings and Approval Procedures

An Interested Person must disclose in writing all material facts related to an actual or potential Conflict of Interest to the Board and/or the members of a committee considering a proposed contract or transaction to which the Conflict of Interest relates. If a contract or transaction is not being considered by the Board or a committee, the required disclosure must be made to the Board Chairperson. Until a Conflict of Interest has been voted upon by the Board in accordance with this Section 3, an Interested Person shall refrain from any action that might affect the Foundation's participation, or that of any of its radio stations, in any contract or transaction affected by a Conflict of Interest.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party's presence, and vote on the contract or transaction in question. If the Interested Person is a Director, s/he may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

After disclosure of the Conflict of Interest and all material facts, and after the Interested Person responds to any questions that the Board may have regarding the Conflict of Interest, the Board shall discuss the matter, outside the Interested Party's presence, and vote on the contract or transaction in question. If the Interested Person is a Director, s/he may not vote on the contract or transaction to which the Conflict of Interest relates, but may be counted in determining the presence of a quorum for purposes of the vote.

The Board shall determine by a majority vote of the disinterested Directors whether a Conflict of Interest exists and, if so, whether it is in the Foundation's (or a Foundation radio station's) best interest to nonetheless enter into the contract or transaction. If appropriate, the Board Chairperson may appoint a disinterested person or committee to investigate alternatives to a proposed contract or transaction. In order to approve the contract or transaction, the Board must in good faith after reasonable investigation make the following determinations:

(A)that the contract or transaction is for the benefit of the Foundation; and

(B)that the contract or transaction is fair and reasonable; and

(C) that the Foundation is not likely to obtain a more advantageous arrangement with reasonable effort under the circumstances.

The minutes of the Board or committee meeting shall reflect: (D) that the Conflict of Interest was disclosed; (E) the Board or committee's decision regarding the Conflict of Interest, including a statement that the Interested Person was not present during the final discussion and vote; and (F) that the Interested Person abstained from voting.