ARTICLE I - NAME

The name of this association shall be the Oregon Association of Broadcasters, a non-profit corporation of the State of Oregon.

ARTICLE II - OBJECT

The object of this association shall be to promote closer cooperation and understanding among the members; to make possible unified effort when unity is beneficial to broadcasters; to promote broadcasters in every lawful and proper manner from injustices and unjust extractions; to encourage and promote rules, regulations, customs and practices which will be in the best interests of broadcasters and the public; to help educate the public and business generally concerning the users and value of broadcast advertising.

ARTICLE III - MEMBERSHIP

A. The active membership of this association shall consist of: any legally authorized licensee engaged in the operation of any commercial radio or television broadcasting station in Oregon; and Associate members who will be interested in, involved in and / or allied with the broadcasting industry.

B. The Board of Directors (hereafter referred to as Board) shall have authority to accept or reject all applications for membership.

C. Honorary Membership: Such membership shall be confined to those broadcasters, or associate members, formerly active in the Oregon Association of Broadcasters, but who are no longer actively engaged in the broadcast field or a related activity. Such persons proposed for honorary membership must be approved by a majority vote of the Board. Such electee shall bear the title, Honorary Life Member.

Honorary Life Members shall not be required to pay dues, or registration fees at OAB meetings. He or she shall pay full fees for any meals and (or) banquets they attend. While an Honorary Life Member may attend all general meetings, he or she will not have voting privileges.

ARTICLE IV - OFFICERS

A. The elective officers of the association shall consist of a Chairman/Chairwoman, a Vice-Chairman/Vice-Chairwoman, and a Secretary / Treasurer. The officers shall hold office for one year from date of their election, unless selected to fill a shorter vacancy. They shall be chosen from among the qualified voting membership of the association.

B. The Chairman/Chairwoman of the association shall preside at all meetings of the association and of the Board. The Chairman/Chairwoman shall appoint, under the direction of and subject to the approval by the Board, all committees not otherwise provided for. The Chairman/ Chairwoman shall be an ex-officio member of all committees.

C. In the absence of the Chairman/Chairwoman, the Vice-Chairman/ Vice-Chairwoman shall assume the powers and duties of the Chairman/ Chairwoman.

D. On the resignation of any of the officers of this association, the remaining officers will move up one position on the officer’s roster, and a member of the association currently serving on the Board shall be appointed by the remaining members of the Board to fill the unexpired term. Appointees shall have served on the Board in the preceding 12 months. In the event an officer shall no longer be employed by, or engaged in the operation of a member station, that person shall be considered as having automatically resigned.

ARTICLE V - DIRECTORS

A. There shall be a Board of eleven members, three of whom shall be the Chairman/Chairwoman, the Vice-Chairman/Vice-Chairwoman, and the Secretary / Treasurer. Directors shall hold office for two years, unless selected to fill a shorter vacancy. Board members, excluding officers, shall be limited to two successive terms. The retiring Chairman/Chairwoman of the association shall become a member of the Board for the ensuing year, and shall be called the Immediate Past Chair.

B. In the event a member of the Board is unable to attend a meeting of the Board, he or she shall be recorded as being absent and no vote shall be recorded in his or her behalf. A quorum of the Board shall consist of a simple majority of the elected members thereof. In the event of a Board members absence from two or more successive meetings of the Board, the member’s absence will be subject to review by the Board.

C. On the resignation of a member of the Board, a member of the association shall be appointed by the members of the Board to fill the unexpired term. The appointee shall be the individual who received the highest number of votes, excluding those persons elected, in the most recent Board of Directors elections. Appointees may not have served on the Board in the preceding 12 months. In the event a director shall no longer be employed by, or engaged in the operation of a member station, or an Associate member shall no longer be interested in, involved in and / or allied with the broadcasting industry, that person shall be considered as having automatically resigned.

D. The Board of Directors Nominating Committee will make a good faith effort to comprise the Association Board and the Association’s committees in a manner representative of the broadcast community in Oregon - including male, female, and minority members; large and small market members; radio and television station members; and station/group owners and general managers/department managers.

E. The Board may appoint one or more ex-officio non-voting members to meet with them on matters of special concern to the association.

F. Ex-Officio Board members shall serve two consecutive two-year terms of office.

ARTICLE VI - COMMITTEES

The President / CEO shall appoint, under the direction of and subject to the approval by the Board, all committees including but not limited to: Fall Conference; Scholarship Auction; Awards for Excellence; Sales and Training Seminars; Legislative / Lobbying / Public Relations; PEP / NCSA; Membership / Membership Benefits; Career Fairs. The President / CEO shall make a good faith effort to ensure Television and Radio interests are adequately represented on appointed committees in proportion to the number of Television and Radio stations in the State of Oregon.

ARTICLE VII - DUTIES OF DIRECTORS

A. The Board shall have the general management and supervision of the affairs of this association, and shall approve the expenditure of all moneys from the funds of the association, said funds to be deposited in a bank approved by the Board and shall be withdrawn only by check signed by the President/CEO, or an OAB officer, as may be directed by the Board.

B. The Board shall meet 4 times annually or upon call of the Chairman/Chairwoman or upon written request of three of the members of the board.

C. The Board may appoint a President/CEO of the association to perform such duties as the Board shall prescribe. Except as may be governed by an employment agreement entered into with the President / CEO, that person shall serve at the pleasure of the Board.

D. The President/CEO shall give satisfactory bond for the faithful performance of his or her duties, an amount of which bond shall be determined by the Board and the expense of it paid by the association; and he or she shall, upon final termination of his or her appointment, surrender to the Board or to their duly appointed successor, as may be directed by the Board, all monies, books, papers, and other property of the association under his or her control. The President/CEO shall be an ex-officio member and secretary of all committees.

E. The President/CEO will provide the Chairman/Chairwoman and the Secretary/ Treasurer monthly, quarterly, and annual financial reports, which will best report the financial condition of the association. The Board will be supplied financial reports of the association by the Secretary/Treasurer, as may be directed by the Board.

ARTICLE VIII - ELECTIONS

A. The Chairman/Chairwoman shall appoint a nominating committee at least sixty days in advance of the annual meeting of the association, and their report shall be mailed to the membership at least thirty days in advance of the election. Election will be by mail referendum, which shall be completed at least ten days prior to the annual fall meeting of the association.

B. (1) The Chairman/Chairwoman, Vice-Chairman/Vice-Chairwoman, and the Secretary/Treasurer shall be elected as a slate of Officers. The three named officers, along with the Immediate Past Chairman / Chairwoman shall constitute the Executive Committee.

    (2) Directors shall be elected on one ballot and the nominees receiving the highest number of votes shall be declared elected. Election of directors shall be staggered so that no more than one-half of the directors are elected each year in order to maintain continuity.

    (3) Officers and Directors shall take office during the Association’s Annual Meeting.

ARTICLE IX - MEETINGS

The annual meeting of this association shall be determined by the Board.

ARTICLE IX - MEETINGS

The annual meeting of this association shall be determined by the Board.

ARTICLE XI - AMENDMENTS TO THE BY-LAWS

These By-Laws may be repealed or amended by a two-thirds vote of the qualified voting members either present and voting at any general meeting of the association, or by mail referendum, providing such proposed repeal or amendments shall have been mailed to all the members of the association under the direction of the Secretary/Treasurer at least thirty days in advance of the final balloting.

ARTICLE XII - MEMBERSHIP DUES

A. The annual membership dues of this association shall be payable quarterly, semi-annually, or annually (as the member desires) in advance.

B. Dues shall be determined by the Board.

ARTICLE XIII - REPRESENTATION AT MEETING OF THE ASSOCIATION

A. Attendance at general meetings of the association shall be limited to active members, associate members, and invited guests; however, business meetings may be limited to qualified voting members only.

B. Each active station member shall be entitled to one vote per license, and each active associate member shall be entitled to one vote per membership, providing said member’s obligations with the association are fully paid.

ARTICLE XIV - QUORUM

A. At any duly called meeting of the members of this association, those members present in person, or represented by written proxy, shall constitute a quorum for the purpose of transacting such business as may come before the meeting.

B. At any duly called meeting of the Board, or of any duly authorized committee, a simple majority shall constitute a quorum for the purpose of transacting such business as may come before such meeting.

C. A called meeting of the members may be had by a majority of the Board or by the written request of the majority of the members of the association.

ARTICLE XV - GOVERNING RULES

At any duly called meeting of the members of this association, the Board or any duly authorized committee, Roberts Rules of Order shall govern.

ARTICLE XVI - WITHDRAWAL

Any member of this association in good standing who desires to resign or withdraw may do so by giving notice in writing to the Chairman/Chairwoman or Secretary/Treasurer of the association. The Chairman/Chairwoman shall accept or confirm said resignation immediately.

ARTICLE XVII - SUSPENSIONS AND FORFEITURE OF MEMBERSHIP

A. If any member shall fail to pay membership dues and the same shall remain delinquent and unpaid for a period of three months, said membership can be forfeited and terminated, provided, however, that 14 days notice of the date of such termination shall be given to such delinquent member by the Secretary/Treasurer of the association. Individual exceptions must be approved by the Board. In the event of such termination for non-payment of dues, all of the interest of said member in and to the assets of the association shall be forfeited. Such terminated member may be reinstated upon payment of all delinquent dues and assessments, plus dues for the current quarter.

B. A member of the association may be suspended or expelled for cause. Causes of such expulsion or suspension shall be: Violation of any of the By-Laws of the association or of any of its rules and regulations lawfully made by, or under authority of its Board; violation of any code or trade practice, ethics, or fair competition subscribed to by said member or established by the broadcast industry and approved by any duly authorized governmental federal authority permitting broadcast operation. Written charges shall be filed by any active member or officer of

the association with the Board, who shall permit the member so charged a full and complete opportunity to reply thereto and explain or excuse the same. After such hearing, said member may be expelled or suspended by a two-thirds vote of the full Board. At its discretion, the Board may suspend or expel such member and in the event of suspension, all of the rights and privileges of said member shall be suspended for and during the period of time designated by the Board; or may refer the case to the membership at the next meeting of the association, which may expel the accused by a majority vote of the full voting membership.

C. A member expelled under the provisions of Section B shall have the right of appeal to the membership of the association at the next regular meeting.

D. Membership in this association is not transferable, except upon approval, and under such terms as may be prescribed by the Board.

ARTICLE XVIII - CONDITIONS OF MEMBERSHIP

An application for membership herein shall constitute the legal acceptance and ratification of the By-Laws of the association by said applicant and the approval of the Board.

ARTICLE XIX - POWER OF COMMITTEES

All committees shall submit reports at times and places designated by the Chairman/ Chairwoman or Board. No committee shall have the power to bind the association without the approval of the Board or the membership, except as otherwise provided for in the By-Laws of this association.

ARTICLE XX - DURATION

This association shall continue until such time as it shall be dissolved by a vote of three-fourths of its active members in good standing at any meeting, provided notice of such proposal has been given by the Secretary/Treasurer at the instruction of the Board thirty days prior to the meeting. The corporation may be dissolved as provided for by law. Upon dissolution of the corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets to an organization not operated for profit and as such shall at that time qualify as an exempt organization or organizations under section 501 (c) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).

OAB By-Laws revised: July 2008 [2004]