To: Democracy Initiative

From: Larry Bruce, KXCI General Manager

Re: Election procedures

Date: March 3, 2004

Per the direction of the KXCI/FCB Board of Directors, I am authorized to meet with you to discuss details of the proposed special bylaw election for the FCB. After review of the bylaws and consultation, we have developed the following election procedure.

1.  Certification of signatures: You were requested to obtain bids for certification of the petition signatures to certify that the requirements for a special election had been met. You chose not to do so. In fact, you have rejected the concept of certification of the petition. After extensive searching, we cannot find any example of a special election called because of a petition campaign which does not require some form of signature certification. Attached you will find examples of election signature certification procedures used in Arizona and other states. We have obtained three competitive bids for the certification process, which are attached. The certification process will proceed in two steps.

a.   First, the original signed petitions will be compared to the list of KXCI members who were current on their dues on 1/12/04. Signed petitions will be judged according to best legal practice. This process will be managed by one representative of the BOD, one representative of the Initiative and one election manager. Subject to 10% or more of the submitted signatures being active members on 1/12/04, certification will proceed to step 2.

b.  In step 2, 15% of the certified signers will be chosen at random to be contacted to confirm that they, in fact, signed the petitions for a special bylaw election. This procedure will be accomplished by mail under the supervision of a licensed and bonded CPA. Approximately 50-70 letters will be sent with an enclosed SASE, asking for confirmation. These confirmation letters will be returned to the CPA, not to the station or the BOD. Based on a sufficient percentage of confirmations, the election will be certified. We will rely on the CPA's decision regarding the signature certification process.

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2.  Preparation of Election Materials: KXCI staff will prepare a standard election booklet, including a complete copy of the current bylaws, a copy of the DI's proposed changes, an argument in favor and an argument opposed. You would write the section supporting the initiative; the BOD will prepare the section opposed. The BOD reserves the right to offer an alternative set of amendments for consideration by the members. Should the BOD choose to do so, the BOD will cover all additional printing and mailing costs necessary for the inclusion of the alternative amendments.  Also included will be a one page ballot and an envelope addressed to the organization managing the election. We request that you provide a one page summary of reasons to vote for your initiative within ten days after election procedures are finalized. One representative of the DI, one representative of the BOD and one representative of the organization managing the election will proof the election booklet. Based on the length of the bylaws, we have sought bids for a 12 page-booklet with a one page ballot and return envelope. Bids are attached.

3.  The booklet and ballot will be mailed under the KXCI bulk mail permit at least 30 days before the election. The booklet information and the ballot will be posted on the KXCI website and at the studios at least 30 days prior to the election.

4.  The organization managing the election will be provided with a membership list current as of the 1st of the month when the election will be held. The BOD will require that the election manager provide a bonded individual to certify that mailed ballots will remain secure and untampered with. The election manager will control all mailed ballots, mark off every member who voted by mail, and complete a confidential count of the mailed ballots prior to the BOD meeting where the election will be concluded. The election manager will accept completed ballots in person from members who have not voted by mail. Members attending that meeting in person will register their votes with the election manager at the BOD meeting. A 2/3 majority of votes cast is necessary to pass the Initiative. The election manager will make every effort to complete the count and certify the election results on that date. Should that not be possible, the election manager will certify the election results within 3 working days of the completion of the election.

5.  Results of the election will be posted on the KXCI website within 5 working days of certification by the election manager.

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According to the FCB bylaws, you, as petitioners, are responsible for all costs of this special election. The costs, as determined by competitive bid and USPS rates are attached. Immediately following your deposit of a check in the total amount of $4189.17 we will immediately proceed with the election. The BOD is willing to adjust the date of its regular monthly meeting to facilitate the election process. We would expect the election to be complete no later than 45 days following your payment.

I am sure you are aware that the election procedures used in this special bylaw election will set a precedent for all future membership initiative elections. The BOD has developed these election procedures to ensure that this election and all possible future elections called by petition are managed in a way to assure that the elections are valid and conform to both the bylaws and relevant Arizona statutes.

Respectfully

Larry Bruce

General Manager KXCI