New Jersey Broadcasters Association

BY-LAWS
THE NEW JERSEY BROADCASTERS ASSOCIATION

FIRST

Name. The name of the organization is The New Jersey Broadcasters Association, Inc.

SECOND

Purpose. The objectives and purposes of this Association are: To promote closer cooperation and understanding among its members; to foster and promote the development of the art of radio and television broadcasting; to encourage and promote customs and practices in the "interest, convenience and necessity" of the listening public; and to help educate and inform the public and the business community concerning the issues and value of radio and television to the community, the state and the nation. In general, the Association may carry on any operation or activity in connection with the foregoing objectives and purposes, and exercise all the powers conferred by the laws of New Jersey upon associations formed under the laws of such State, and to do any and all things herein before set forth to the same extent as natural persons might or could do, provided, however, that the Association shall not be operated for profit.

THIRD

A. Membership. There shall be five classes of membership: (a) General, (b) Affiliate (c) Public/Educational (d) Associate and (e) Life Members.

B. General Membership. Any person, partnership, or corporation licensed by the Federal Communications Commission to operate a radio and/or television station within the State of New Jersey, shall be eligible for General membership in the Association. It is the intention of this clause that any one person, partnership, or corporation, regardless of how many facilities operated in the state, will be entitled to only one vote. Each General member, as defined above, shall be entitled to one vote, and be able to participate in all Association affairs. Only General members in good standing shall have the right to vote.

C. Associate Membership. Any person, partnership, corporation or organization whose business, profession, or general interest is concerned with broadcasting, but is not a licensee of a broadcast station, shall be eligible for Associate membership in the Association. The Board of Directors must approve applicants for Associate membership. Associate members are not entitled to vote except for the purposes of electing the Associate representative on the Board of Directors which election shall take place at the Annual Meeting. Associate Members serve one two-year term, and have no voting privileges.

D. Affiliate Membership: Any person, partnership, or corporation licensed by the Federal Communications Commission to operate a radio and/or television station outside the State of New Jersey, shall be eligible for Affiliate membership in the Association. The Board of Directors must approve applicants for Affiliate membership. Affiliate members are entitled to vote.

E. Life Members. A once Active member of the Association, who has made outstanding contributions to the advancement of the Association, and/or the broadcast industry whether as a broadcaster or as an associate engaged in another business occupation, may be elected a Life Member by the Board of Directors. Life Members shall be exempt from payment of their annual dues and all fees incidental to their attendance at Association functions. A Life Member shall be entitled to all the rights and privileges of membership, except the right to vote or hold an elective office.

F. Public and Educational. Universities, colleges and their radio and television stations. Public stations are radio and television stations licensed by the Federal Communications Commission to operate as Public Stations. Public/Education members may serve as voting members.

G. Good Standing. All rights and privileges of General Members, Associate Members, Affiliate Members and Public/Educational Members in the Association shall cease on the termination of membership or non-payment of annual dues May 31, along with any pending late fees that remain unpaid.

FOURTH

A. Officers. The officers of the Association shall consist of a Chair, A First Vice Chair and Second Vice Chair; a Secretary and Treasurer, or upon motion and approval by simple majority of voting members of the Board of Directors, a Secretary/Treasurer who shall serve both functions simultaneously. The Chair, two Vice Chairs, Secretary and Treasurer (or Secretary/Treasurer, as the case may be) shall be elected annually, for one-year terms, at the Annual Meeting. The Chair shall lead the Association in the achievement of its objectives and purposes. In the absence of the Chair, the First Vice Chair shall assume the powers and duties of the Chair for the balance and duration of the Chair’s original term of office. Should the First Vice Chair refuse or be unable to serve as Chairman, then and in that event, the Second Vice Chair shall assume the powers and duties of the Chair for the balance and duration of the Chair’s original term of office. If vacancies exist or are created so as to leave any office permanently vacated, then and in that event, the Board of Directors, within the guidelines of the by-laws, may appoint interim officers, and/or interim Board members, if a vacancy or vacancies occur, until the next succeeding Annual Meeting shall convene for the approval of a duly elected official (s). Appointments to fill permanent vacancies shall require a two thirds affirmative vote of the members present at a regular or special meeting, provided a quorum is present at any such Board meeting.

B. Executive Director. The Board of Directors may appoint an Executive Director and determine the terms of his or her appointment, including remuneration. The Executive Director shall issue notices for all meetings, including the Annual Meeting and meetings of the Board of Directors, record the minutes of all meetings, maintain the membership roster, issue notices of dues, co-sign with the Chair any required instruments, make such reports and perform such other duties as are incident to his or her office and authorized by the Board of Directors. He or she shall have general control of Association funds, subject to Board of Directors action. He or she will report on all financial receipts and expenditures to the Board of Directors and at the Association's Annual Meeting. Upon approval of the Board of Directors, the Executive Director may assume the title and office of President and Chief Executive Officer, which office shall carry with it, all of the rights, privileges and powers of the Executive Director enumerated herein, or as required by the Board of Directors, or the laws of the State of New Jersey or United States of America.

FIFTH

A. Executive Committee, which consists of the Chair, the two Vice Chairs, Secretary, Treasurer or Secretary/Treasurer, as the case may be. The Executive Committee will meet at the call of the Chair or Executive Director to deal with matters of emergency or other matters of importance to the NJBA membership and to make recommendations to the Board of Directors for action.

B. Board of Directors. Except for those matters expressly reserved to the vote of the General Members, the Board of Directors (or "Board") shall be the principal governing unit of the Association. The Board of Directors may meet at such places within and without the State of New Jersey as may be determined by the Chair or the Executive Director.

C. Voting Members. The Board of Directors shall be composed of up to thirteen voting members as follows: (a) Four at-large members, two being elected annually for a two year term, by the General Members at the Annual Meeting. Should a member of the board of directors cease to be employed by a member of the association, and, in the event that any such member remain unemployed or not otherwise engaged by any member of the association for a period of ninety (90) days, the seat shall thereafter be vacated, unless such member is engaged by a company that has a representative serving on the Board, in which case the member company so effected shall have the option of choosing which person shall remain on the Board. In that case, the seat of the person not seated by the member company shall be declared vacant. The Board of Directors will select a temporary replacement for any seat vacated to serve until the next annual meeting, at which time the vacancy will be filled by the membership; (b) The Chair, the two Vice Chairs, Secretary and Treasurer (or Secretary/Treasurer, as the case may be) who are elected for one year terms at the annual Meeting; (c) The immediate Past Chair; (d) Two Affiliate Members, elected by the Affiliate Members (one representing a New York City Station and the other representing a Philadelphia station) present at the Annual Meeting for a two-year term (e) one Public/Education station member to be elected by the Public/Education station members. All Board members must be members of the Association.

D. Non-Voting Members. (i) The Board of Directors may appoint two Associate Members for a two-year term; (ii) A Regular or Associate Member who is an engineer to serve on the Board of Directors for a two-year term; (iii) The Board of Directors may also appoint an attorney to a legal seat to serve on the Board of Directors for a two-year term.

E. Powers of the Board of Directors. The Board of Directors shall function to implement the objectives and the purposes of the Association. It is empowered to act within the guidelines of the by-laws, and to appoint interim officers, and/or interim Board members, if a vacancy occurs, until the next succeeding Annual Meeting shall convene for the approval of a duly elected official. The Board of Directors shall not have the authority or the right to remove a duly elected officer without a specific directive authorized by not less than 2/3rds of the general members at a special meeting or at the Annual Meeting at which a quorum of general members are in attendance. However, the Board of Directors may remove a Board Member for failure to attend two consecutive meetings.

SIXTH

Committees. The Chair, with concurrence of the Board of Directors, shall appoint the chair and members to standing and interim committees including, but not limited to, the following: Advertising Committee, Budget Committee, Legislative Relations Committee, By-Laws Committee, Engineering Committee, Legal Assistance Committee, External Affairs Committee, Wage and Salary Committee, Membership Committee, Ratings Committee and Nominating Committee.

SEVENTH

Election. The General members, at the Annual Meeting, shall elect two at large members of the Board of Directors for two-year terms as well as a Chair, First and Second Vice Chairs, Secretary and Treasurer (or Secretary/Treasurer, as the case may be) for one-year terms. These officials may be elected by ballot, which may be secret, after nomination from the floor. The nominees receiving the majority of the votes cast shall be declared elected. The newly elected Chair, Vice Chairs, Secretary and Treasurer (or Secretary/Treasurer, as the case may be) will take office immediately upon election and will serve for one year, or until their successors are duly elected.

EIGHTH

A. Board of Directors Meetings. The Board of Directors shall meet upon call of the Chair, or Executive Director, or upon written request of three members of the Board with a minimum of three days notice. The Board will not meet less than once during every six-month period. Meetings may be in person or via conference telephone during which all members may be heard. A quorum of the Board of Directors shall consist of a majority of its sitting members. No matters shall be put to vote except where a quorum is present. All matters moved for a vote and seconded shall be decided by a simple majority of those attending. No proxies are permitted.

B. Membership Meetings. The Association's Annual Meeting shall be held no later than June 30^th of each year, time and place to be determined by the Board of Directors or Executive Director. The Executive Director shall notify the members of the Association in writing or via electronic mail of the time and place of the Annual Meeting not less than 30 days prior to the date of the Annual Meeting. Other membership meetings may be called by the Board of Directors or by the Chair, provided that notice of such meetings is sent to all Association members by the Executive Director not less than 15 days prior to the date of the meeting. No quorum of General Members shall be required for a vote except as specifically called for herein. A majority of the General Members in good standing in attendance in person or by proxy shall constitute a quorum when a quorum is expressly called for herein. All matters moved for a vote and seconded shall be decided by a simple majority of those voting members in attendance, except as expressly called for herein.

NINTH

Dues. The annual dues for General membership shall be based upon a General Member's gross revenue and the formula specifically determined by the Board of Directors each year. The Board of Directors shall annually determine the annual dues for Associate, Affiliate and Educational members. Dues are due and payable on January 1st of each year.

TENTH

Amendments. These By-Laws may be amended by a vote of 2/3rds of the General Members present at any meeting of the membership provided that notice of the proposed amendment or amendments shall have been mailed to each member in good standing at least 30 days prior to the date of the meeting at which amendment(s) are to be considered. An amendment may be proposed by the Board of Directors, or by a proposal signed by 1/4th of the members in good standing and filed with the Executive Director. The Executive Director shall send to each member a copy of such proposed amendment(s) and notice of time and place of meeting for consideration of proposal at least 30 days prior to date of such meeting.

ELEVENTH

Indemnification. The Association shall indemnify and save harmless from loss each of the Officers, members of the Executive Committee, members of the Board of Directors, Committee Chairs and Co-Chairs, Employees and members of the Association individually and collectively, against judgment, loss and expenses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding in which he or she or it is made a party by reason of his or her or it being or having been a member, Officer, member of the Executive Committee, member of the Board of Directors, Committee Chair or Co-Chair, or employees except in relation to matters as to which he or she or it shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of a duty. Indemnification is contingent on a full subornation of the indemnified party's legal defense to the Association or its insurance carrier and shall exclude any liabilities incurred in violation of the Association's articles of incorporation or by-laws. Such indemnification shall not be deemed exclusive of any other rights to which such individual may be entitled, under any By-Law, agreement, vote of the Board of Directors or members of the Association, or otherwise.