07-17-01

The parties, by and through their counsel, respectfully submit to the Court for its review the following stipulation, which shall remain in effect during the pendency of these matters in the Superior Court of Alameda County:

1. For the purposes of this stipulation, the term "plaintiffs" shall refer to all plaintiffs and cross-complainants in the above-captioned consolidated matter. The term "defendants" shall refer to all named defendants and cross-defendants in said matter.

2. Plaintiffs and defendants agree that the entry into this Stipulation is a bilateral and consensual act which equally benefits their respective interests. Neither the parties nor their counsel shall in any manner publicly assert, contend, or imply to any person or entity, or for any purpose, that this Stipulation in any manner reflects any actual or likely rulings by the Court, or reflects a gain or loss to any party hereto. The sole response that any party or counsel shall make to any person who inquires in any manner about the Stipulation, including, but not limited to, inquiries about its meaning, its significance, or the basis of its origin, is "The Stipulation speaks for itself. I [We] have nothing to add."

3. No directors will be added to or removed from Pacifica's Board of Directors without 30 days notice to plaintiffs. This provision will not apply to any director who wishes to voluntarily resign from the Board.

4. No amendments to Pacifica's Bylaws or Articles of Incorporation will be discussed, acted upon or considered for a vote without 30 days written notice to plaintiffs' counsel and each Director of the Foundation. No decisions regarding such amendments shall be made without a Board meeting regarding which written notice to all Board members has been given, and at which a quorum is present.

5. No meeting of the Pacifica Board of Directors will be called without written notice to all directors, and to all parties through their attorneys of record, at least 30 days in advance, including notice of all matters to be discussed and/or decided at the meeting, except in the event of a bona fide emergency. In the event of a bona fide emergency, seven days written notice shall be given, unless the nature of the emergency requires that a meeting be called upon less than seven days notice. In that event, as much notice as possible shall be given.

6. Any Director shall have a matter placed on the agenda of a meeting if a written request to that effect is received by the Chair and Executive Director of the Foundation within seven days of the date on which the notice of the meeting is received. Said notice may be by facsimile or by United States Mail. Defendants shall provide to plaintiffs' counsel appropriate addresses and fax numbers for the Chair and Executive Director.

7. Pacifica will not enter into either negotiations or into any contract to buy, sell, assign or encumber any radio broadcast license except upon thirty days written notice to the Directors, plaintiffs' counsel, and to the Court. The Executive Director, and any managerial employees of the Foundation with the colorable authority to bind the Foundation to an agreement affecting the title to the Foundation's broadcast licenses will be provided with a copy of this Stipulation for the purpose of informing them of the Foundation's obligations in this respect. Nothing in this provision will be deemed to prevent the Executive Director from engaging in preliminary discussions regarding such matters.

8. Pacifica will enter neither into any negotiations, nor into any contract, for purchase or sale of real property, without 30 days notice to plaintiffs.

9. Pacifica will enter neither into any negotiations, nor into any contract, for sale of any material asset of the Foundation or any of its radio stations without 30 days notice to plaintiffs. For the purposes of this provision, the term "material asset" shall include any portion of the Pacifica Archive, and/or any asset, the disposition of which would threaten the ability of a Pacifica station to continue to broadcast programs for the same number of hours per day and days per week, within the same geographic range and with the same signal strength and quality as is the case as of the date of this Stipulation.

10. Pacifica will enter neither into any negotiations, nor into any contract, for lease of real property for a term of longer than one year without 30 days notice to plaintiffs. Nothing in this provision will prohibit Pacifica or its staff from engaging in preliminary discussions regarding such leases.

11. The Foundation's authority to the contrary notwithstanding, the Directors of the Pacifica Foundation shall not, except upon thirty days written notice to all Directors and plaintiff's counsel, take any action respecting the current funding status of Democracy Now!, nor, other than in a bona fide emergency, direct any of the Pacifica station managers to take any action respecting the broadcast by such stations of that program. The Executive Director of the Foundation shall be informed of this provision of the Stipulation and shall act in accordance therewith.

12. Plaintiffs agree that they will not engage in any unlawful activity directed to or at Defendant directors, or to or at officers or employees of Pacifica, and that they will not encourage others to engage in such activity. Nothing in this provision shall be deemed to be an admission by any plaintiff that she or he has engaged in any such activity, or that she or he has encouraged or assisted others to engage in such activity.

13. If Defendants give notice of their intent to perform any of the acts set forth in items 3 through 11, all counsel will meet and confer in an effort to resolve any disagreements without having to resort to judicial intervention. Every effort shall be made to meet and confer in person, and, only if the parties are unable to meet and confer in person, shall they meet and confer by telephone. Only if the parties are unable to resolve such disagreements informally shall they notify the court and seek judicial intervention.

14. Except as otherwise expressly stated herein, nothing in this Stipulation shall be construed as a limitation on the current authority of the Executive Director of the Foundation, the Station Managers, or any manager or employee of the Foundation.

15. In the event that an individual is added to the Board of Directors who is not presently a member of the Board, defendants shall ask that individual to sign this Stipulation. If that individual is not willing to sign this Stipulation, any party may seek redress with the Court.
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