OREGON ASSOCIATION OF BROADCASTERS
ARTICLE I – NAME
The name of the Association shall be the Oregon Association of Broadcasters (the “Association”), a non-profit corporation of the State of Oregon.
ARTICLE II – OBJECT
The object of the Association shall be to: (1) promote closer cooperation and understanding among the Members (as defined in Article III); (2) promote broadcasting and broadcasters in every lawful and proper manner; (3) encourage and promote rules, regulations, customs, and practices that are in the best interests of the Members, broadcasters generally, and the public; and (4) help educate the general public and Oregon businesses concerning the use and value of broadcast advertising.
ARTICLE III – MEMBERSHIP
A. Classes of Membership. There shall be four (4) classes of membership in the Association: Active, Associate, Honorary and Student Membership.
B. Active Membership. Any individual or entity legally authorized licensee engaged in the operation of any commercial radio or television broadcast station located or licensed in the State of Oregon is eligible for Active Membership in the Association.
An Active Member in good standing shall have the following rights and privileges:
1. The right to cast one (1) vote for or on account of each Active Membership on all appropriate occasions, including, but not limited to, Annual and Special Meetings of the Association (as defined in Article X);
2. The right to attend and participate in Annual and Special Meetings;
3. The privilege of the floor at Annual and Special Meetings;
4. Except as otherwise provided, the right to designate an owner or management employee to be nominated and elected by the Membership to serve as a member of Board of Directors (the “Board”) of the Association; and
5. The right to have an owner or designated management employee of a Member serve on any committee(s) of the Association, upon appointment by the Chairperson (as defined in Article IV).
C. Associate Membership. Allied and/or affiliated trade groups, noncommercial educational radio and television stations, and any out-of-state radio and/or television station, which maintains membership in its own state broadcasters’ association, shall be eligible for Associate Membership in the Association.
1. Associate Members shall have the right to elect one (1) representative of an Associate Member to serve as a voting member of the Board, but shall not have any other voting rights in the Association.
2. Associate Members shall pay any and all dues, registration fees, and other assessments prescribed by the Board in order to retain their Membership.
3. Associate Members shall have such rights and privileges as prescribed by the Board.
D. Honorary Membership. Individuals who were formerly actively involved in the Association as representatives of Active or Associate Members, but who are no longer actively engaged in the broadcast field or a related activity, shall be eligible for Honorary Membership in the Association.
1. Individuals may obtain Honorary Membership through sponsorship by an Active Member of the Association, and shall obtain such Membership in the Association upon the majority vote of the Board.
2. Individuals with Honorary Membership shall bear the title: Honorary Life Member.
3. Honorary Life Members shall not be required to pay any dues, registration fees, or other assessments to the Association in order to retain their Membership.
4. Honorary Life Members shall have the right to attend Annual Meetings and other Association events without voting privileges.
5. Honorary Life Members shall pay in full the costs and fees incurred for attending Annual Meetings and other Association events.
E. Student Membership. Any student of any college or university located within the State of Oregon, who is interested in pursuing a broadcast education/career, and who is not a fulltime employee of any commercial broadcast station, shall be eligible for Student Membership in the Association.
1. Student Members shall not have any voting rights in the Association.
2. Student Members shall pay any and all dues, registration fees, and other assessments prescribed by the Board in order to retain their Membership.
3. Student Members shall have such rights and privileges as prescribed by the Board.
F. Membership Applications. An application for Membership in the Association (“Membership Application”) shall constitute the legal acceptance and ratification of the By-Laws of the Association by the applicant.
1. The Board, or by delegation to an Association committee, shall determine the content and format of all Membership Applications. In the event of delegation of drafting of Membership Applications to an Association committee, the content and format of any and all Membership Applications as determined by such a committee shall be subject to the final approval of the Board.
2. The Board shall have the responsibility and the authority to accept or reject Membership Applications in the Association.
G. Member Resignation/ Withdrawal of Membership. Any Member who desires to resign or withdraw its Membership in the Association may do so by giving notice in writing to the Chairperson or the Secretary/Treasurer of the Association. The Chairperson of the Association shall accept or confirm a Member’s resignation or Membership withdrawal as follows:
1. In the event that the Member is in good standing, the Chairperson shall accept or confirm the Member’s resignation or Membership withdrawal immediately; or
2. In the event that the Member is not in good standing (as defined in Article III(H)), the Chairperson shall not accept the Member’s resignation or Membership withdrawal unless and until all outstanding dues, registration fees, and other assessments of the Member are paid in full to the Association.
H. Membership Termination for Delinquent Fees. Any Member with dues, registration fees, or other assessments that are ninety (90) days or more outstanding (the “Delinquent Fees”) shall be deemed to be a Member not in good standing with the Association, and shall have its Membership in the Association subject to termination (“Termination”).
A Member not in good standing shall be notified by the Secretary/Treasurer of the Association of the pending termination of Membership at least fourteen (14) days prior to the date of termination of Membership (the “Termination Date”). Such Member shall have until the Termination Date to pay all Delinquent Fees due to the Association, or shall have its Membership terminated as of the Termination Date if all Delinquent Fees have not been paid to the Association by the Termination Date.
In the event of Termination, a Member shall forfeit all rights and privileges in the Association. Terminated Members may be reinstated upon payment of all Delinquent Fees, in addition to all dues, fees, and other assessments payable to the Association at such time. Individual exceptions to Membership termination procedures are subject to approval by the Board.
I. Membership Suspension/Expulsion for Cause. Any Member may have its Membership suspended or otherwise expelled from the Association for cause shown. Causes of Member expulsion or suspension shall include, but are not limited to violations of: (1) any of the By-Laws of the Association or any of its rules and regulations lawfully adopted by its Board; and (2) any applicable law, regulation, code, trade practice, or ethical obligation relevant to or reflecting upon a Member’s participation in the Association or the broadcast industry.
Any Member desiring to assert a complaint against another Member (“Membership Complaints”) must submit such complaint to the Board in writing. The Member against whom a Membership Complaint is filed shall be permitted a full and complete opportunity to reply to such Membership Complaint.
1. Board Review of Membership Complaints. The Board shall initially review the Membership Complaint, and a Member may be expelled or suspended by a two-thirds (⅔) vote of the full Board if the Board shall determine that there is cause shown for suspension or expulsion of the Member. At the Board’s discretion, any or all of the rights and privileges of said Member shall be suspended for a period of time as designated by the Board.
2. Association Review of Membership Complaints. Alternatively, the Board may refer its review of the Membership Complaint to the Active Members of the Association at an Annual or Special Meeting of the Association. The Membership may expel or suspend the Member subject to the Membership Complaint by a majority vote of a quorum of the Active Members upon a demonstration of just cause for suspension or expulsion. Quorum for such purposes exists when at least one-half (½) of all Active Members participate in such proceedings.
A Member expelled or suspended by the Board shall have the right of appeal to the Active Membership at the next Annual or Special Meeting of the Association.
J. Denial of Services to a Member. In the event a Member fails to pay any dues, registration fees, or other assessments to the Association within thirty (30) days of receipt of billing, the Board may deny the Member the enjoyment of any activities provided or services rendered by Association on behalf of its Membership unless and until the outstanding fee is paid in full to the Association.
K. Transfer of Membership. Membership in the Association shall not be transferable absent approval and pursuant to such terms and conditions as may be prescribed by the Board.
ARTICLE IV – OFFICERS
A. Elected Association Officers. The elected Officers of the Association are as follows: (1) Chairperson, (2) Vice-Chairperson, and (3) Secretary. The Officers shall hold office for one (1) year from date of their election, unless selected to fill a shorter vacancy. The Officers, along with the Immediate Past Chairperson and the Treasurer shall constitute the Executive Committee of the Association. The Immediate Past Chairperson and the Treasurer will advise the Officers and the Board but will not have a vote on matters brought before the Executive Committee or the Board. The Chairperson may select additional non-voting ex officio members of the Executive Committee.
1. Chairperson. The Chairperson shall preside at all meetings of the Membership and of the Board. The Chairperson shall appoint, under the direction of and subject to the approval by the Board, all committees not otherwise provided for in the By-Laws. The Chairperson shall serve as an ex-officio member of all committees of the Association.
2. Vice-Chairperson. In the absence of the Chairperson, the ViceChairperson shall assume the powers and duties of the Chairperson. The Vice-Chairperson shall also perform such duties and responsibilities as may be prescribed and delegated by the Chairperson and the Board.
3. Secretary. The Secretary shall: (1) be the custodian all properties of the Association, the Articles of Incorporation, the Bylaws and all other permanent records; (2) maintain all official documents of the Association; and (3) attend, make, and keep a record of all Board Meetings, Annual Meetings, Special Meetings, and other Association events.
B. Nomination and Election of Officers. The Nominating Committee (as defined in Article VII) shall make a good faith effort to nominate Officers in a manner representative of the broadcast community in Oregon, including nominating: (1) male, female, and minority Officers; (2) Officers from large and small markets; (3) Officers that are employees or owners of member radio stations; and (4) Officers that are employees or owners of member television stations. The
Nominating Committee shall nominate Officers from individuals representing Active Members of the Association who are in good standing. Officers shall be elected by a majority vote of all Active Members (“Officer Elections”). Officer Elections shall be held annually. Any Officer may be elected to hold the same office for up to two terms of one year each.
C. Officer Removal. Any Officer of the Association may be removed from office for cause shown. Causes of Officer removal shall include, but are not limited to: (1) violation of any of the By-Laws or of any of the rules and regulations lawfully made by the Board; (2) any violation of applicable law, regulation, code, trade practice, or ethical obligation related to his or her duties and obligations as an Officer of the Association; and (3) gross negligence or dereliction of duty. Officers shall be removed for cause shown by a two-thirds (⅔) vote of all voting Directors of the Association.
D. Replacement of Resigned or Removed Officers. Upon the resignation or removal of the Chairperson, the Vice-Chairperson shall assume the office of Chairperson, the Secretary shall assume the office of the Vice-Chairperson, and a Director (as defined in Article V) shall be appointed by the Board as the Secretary. Upon the resignation or removal of the Vice-Chairperson, the Secretary shall assume the office of the Vice-Chairperson, and a Director shall be appointed by the Board as the Secretary. Upon the resignation or removal of the Secretary, a Director shall be appointed by the Board as the Secretary. All such Officers shall assume office for the remainder of the unexpired term.
In the event an elected 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 its position as an elected Officer of the Association.
E. Treasurer. The Board shall designate a Treasurer of the Association, who will serve at the pleasure of the Board. The Treasurer will (1) endeavor to collect all dues, registration fees, and other assessments payable to the Association, and have them placed in approved depositories; (2) make a quarterly report to the Chairperson and to the Board of all receipts and disbursements of the Association; (3) make an annual report to the Chairperson and to the Board of the financial status of the Association; and (4) perform all other duties and responsibilities as may be specified by the Chairperson or the Board.
ARTICLE V – THE BOARD OF DIRECTORS
A. Directors. The Association’s Board shall be comprised of eleven (11) persons (the “Directors”) representing Members of the Association, three (3) of whom shall be: the Chairperson, the Vice-Chairperson, and the Secretary. Directors other than elected Officers shall hold office for two (2) years, unless selected to fill a shorter vacancy. Directors, excluding individuals serving simultaneously as an Officer and Director, shall be limited serving no more than two successive terms. The previous Chairperson of the Association shall be called the Immediate Past Chairperson and shall become a Director until the then-current Chairperson completes his or her term and becomes the Immediate Past Chairperson. Elected Directors shall
number: (1) no more than eight (8) persons representing radio licensees; (2) no less than two (2) persons representing television licensees; and (3) one (1) person representing Associate Members, who shall be elected by a vote of the Associate Members.
Unless also elected as a voting Director, the Treasurer shall serve as an ex-officio nonvoting Director of the Board. The Board may appoint additional ex-officio non-voting Directors to meet with the Board on matters of special concern to the Association.
B. Nomination and Election of Directors. The Nominating Committee shall make a good faith effort to nominate Directors in a manner representative of the broadcast community in Oregon, including nominating: (1) male, female, and minority Directors; (2) Directors from large and small markets; (3) Directors that are employees or owners of Member radio stations; and (4) Directors that are employees or owners of Member television stations. The Nominating Committee shall nominate Directors from individuals representing Active Members of the Association who are in good standing. Directors shall be voted onto the Board by a majority of those Active Members voting in the election in question. Board elections shall be held annually. In order to maintain continuity, the Board will endeavor to stagger the terms of Directors so that no more than one-half (½) of the Directors are elected in any one Board election.
C. Director Removal. Any Director may be removed from office for cause shown. Causes of Director removal shall include, but are not limited to: (1) violation of any of the ByLaws or of any of the rules and regulations lawfully adopted by the Board; (2) any violation of applicable law, regulation, code, trade practice, or ethical obligation related to his or her duties and obligations as a Director of the Association; and (3) gross negligence or dereliction of duty. Directors shall be removed for cause shown by a two-thirds (⅔) vote of all Directors of the Association.
D. Replacement of Resigned or Removed Directors. Upon the resignation or removal of a Director, the Board shall select a person to fill the unexpired term. The Board first shall offer the vacancy to the individual who received the highest number of votes, excluding those persons elected, in the most recent Board election. If there is no such person or such person is no longer eligible to serve as a Director or declines the appointment, the Board shall select an owner or management employee representing a Member of the Association in good standing. In the event that a Director shall no longer be employed by, or engaged in the operation of a Member station, that person shall be considered as having automatically resigned from the Board.
ARTICLE VI – POWERS AND DUTIES OF THE BOARD OF DIRECTORS
A. Powers and Duties of the Board. The Board shall be responsible for: (1) the general management and supervision of the affairs of the Association; and (2) approving the expenditure of all moneys from the funds of the Association, which funds shall be deposited in a bank approved by the Board and shall be withdrawn only by check signed by the President/CEO of the Association (as defined below), or one or more Officers of the Association, as may be directed by the Board.
B. Board Meetings. The Board shall meet at least four (4) times annually. The Board shall also convene upon call of the Chairperson or upon written request of at least four (4) of the Directors.
C. Quorum of the Board. In the event that a Director is unable to attend a Board Meeting, he or she shall be recorded as being absent, and no vote shall be recorded on his or her behalf. A quorum of the Board shall consist of a simple majority of no less than six (6) Directors present at a Board Meeting. In the event of a Director’s absence from two (2) or more successive Board Meetings, the Director’s absence will be subject to review by the Board.
D. Appointment of a President/CEO. 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.
The President/CEO shall give a 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. The President/CEO 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 of all Association committees.
ARTICLE VII – ELECTIONS
A. Nominating Committee. The Nominating Committee shall consist of three (3) Directors of the Association, none of which shall be an elected Officer. The Nominating Committee, with the assistance of the President/CEO, shall be responsible for conducting Officer and Board Elections. The Chairperson shall appoint members to the Nominating Committee at least sixty (60) days in advance of Officer or Board Election.
B. Officer/Board Elections. The Nominating Committee’s list of Officer and Director nominees shall be emailed to the Active Membership at least thirty (30) days in advance of an Officer or Board election. Officer and Board elections shall occur at intervals prescribed in Articles IV (B) and V (B). The Chairperson, Vice-Chairperson, and the Secretary/Treasurer shall be elected by the Active Members as a slate of Officers.
Active Members shall vote in Officer or Board Elections via an email referendum. Ballots of Active Members are to be returned to Secretary of the Association via email by the deadline set by the Nominating Committee, which deadline shall not be less than thirty (30 days after the ballots are distributed via email. The current Secretary shall be responsible for tallying Officer and Board election results, which shall be announced via email within ten (10) days after the deadline return of the ballots.
Officers and Directors shall assume office during the Association’s Annual Meeting following the Officer or Board Election in which they were elected.
ARTICLE VIII – COMMITTEES
A. Appointment of Committees. The Chairperson shall appoint, subject to the approval by the Board, all Association committees. The Chairperson shall make a good faith effort to ensure that television and radio interests are adequately represented on all appointed committees.
B. Powers and Duties of Committees. All committees shall submit reports at times and places designated by the Chairperson or the Board. The powers and duties of each committee are limited to those explicitly delegated by the Chairperson or the Board, or as provided in the ByLaws. No committee shall have the power to bind the Association without the approval of the Board, except as otherwise provided for in the By-Laws of the Association.
ARTICLE IX – INDEMNIFICATION
A. Eligibility for Indemnification. To the extent permitted by law, the Association shall indemnify each of the Directors and Officers of the Association against all judgments, penalties, fines, settlements, and reasonable expenses actually incurred by a Director or Officer in connection with the defense or disposition of any action, suit, or other proceeding, whether civil, criminal, administrative, or investigative, in which such Director or Officer may be involved, as a party or otherwise, or with which such Director or Officer may be threatened, while in office or thereafter, by reason or as a result of such Director or Officer: (1) currently or formerly serving as an Officer or Director of the Association; or (2) currently or formerly serving at the request of the Association as a director, officer, employee, or other agent of another organization while serving as a Director or Officer of the Association. In addition, the Association shall have the power to indemnify any of its employees or agents who are not Directors or Officers on any terms that the Association deems appropriate and that are not prohibited by law.
B. Ineligibility for Indemnification. The Association shall not indemnify any Director or Officer of the Association with respect to any matter as to which it is established that: (1) the act or omission of the Director or Officer that is material to the matter giving rise to the proceeding was either committed in bad faith or was the result of active and deliberate dishonesty or gross negligence; (2) the Director or Officer actually received an improper personal benefit in money, property, or services, as a result of his or her services rendered or actions taken on behalf of the Association; (3) in the case of any criminal proceeding, the Director or Officer had reasonable cause to believe that the act or omission was unlawful; or (4) in a proceeding by or in the right of the Association, the Director or Officer has been adjudged to be liable to the Association.
C. Expenses. Indemnification of Officers, Directors, employees, or other agents of the Association shall include payment from time to time by the Association of expenses, including attorney’s fees, reasonably incurred by any Director or Officer in connection with the defense or disposition of any such action, suit, or other proceeding pertaining to Association or the services rendered or actions taken by the Director or Officer on behalf of the Association; provided that the Association has obtained from such director or officer: (1) a written affirmation of the Director’s or Officer’s good faith belief that the standard of conduct necessary for indemnification has been
met; and (2) a written undertaking to repay the amounts so paid by the Association if such Director or Officer is ultimately adjudicated not to be entitled to indemnification.
D. Other Right to Indemnification. The right of indemnification provided for in this Article shall not affect any right of indemnification existing independently of this Article to which any Director, Officer, employee, or other agent of the Association may be entitled or which may be granted to such person.
E. Insurance. The Association shall have the power to purchase and maintain insurance on behalf of any person who (1) is or was a Director, Officer, employee, or other agent of the Association or (2) serves or served at the request of the Association as a Director, Officer, employee, or other agent of another organization, against any liability incurred by such person in any such capacity or arising out of such person’s status as such. The Association shall have such power regardless of whether the Association would have the power to indemnify such person against such liability.
F. No Amendment or Waiver. No amendment to or waiver of any provision of this Article shall apply to any Director or Officer of the Association without the written consent of such Director or Officer if such amendment or repeal adversely affects the rights of such Director or Officer existing under this Article prior to the effectiveness of such amendment or repeal.
ARTICLE X – MEETINGS
A. Annual Meeting. The Association’s Annual Meeting of the Members shall be held at a time and place to be determined by the Board. Written notice of the Annual Meeting shall be sent to each Member at least thirty (30) days prior thereto.
B. Special Meetings. Special Meetings of the Members of the Association may be called by the Board. Also, upon written request of ten (10) or more Active Members, the Chairperson shall call a Special Meeting.
Notice of a Special Meeting shall be emailed to each Active Member at least fifteen (15) days in advance, and shall set forth the time and place of the meeting with the subject or subjects to be considered at the meeting. Unless otherwise provided by the Board or the Chairperson, attendance at Special Meetings shall be limited to Active Members.
C. Meeting Representation. Each Active and Associate Member shall designate in writing and file with the Secretary the names of a representative and an alternate, both of whom shall be actively engaged in the business of said Member.
Any vote or action of such representative or alternate shall be binding upon the represented Member. The representative or alternate last certified shall be entitled to represent the Member at Association meetings.
D. Quorum. At any duly called meeting of the Members of the Association, representatives or alternates of at least eight Members eligible to vote in such a meeting shall be
present in order to constitute a quorum for the purpose of transaction of business at the meeting. If less than a quorum is present, the presiding officer may adjourn the meeting from time to time until a quorum is present.
E. Presiding Officer. The Chairperson, the Vice-Chairperson, and/or the Secretary shall serve as the presiding officer at the Association’s Annual Meeting. The presiding officer of any Special Meeting, committee meeting, or other Association meeting shall be designated in advance by the Chairperson or the Board.
ARTICLE XI – FINANCE
A. Accounting Year. The accounting year of the Association shall begin on January 1 and end on December 31.
B. Financial Books and Accounting. The financial books and accounting maintained on behalf of the Association shall be on an accrual basis.
C. Annual Dues. The annual membership dues of the Association shall be payable on an annual basis as determined by the Board.
D. Special Assessments. Special assessments may be proposed by the Board and voted upon by the Members of the Association, and shall become in force and due when approved by two-thirds (⅔) of a quorum of the Members eligible to vote at an Annual or Special Meeting of the Association, or by email referendum.
ARTICLE XII – AMENDMENTS TO THE BY-LAWS
These By-Laws may be amended by a vote of two-thirds (⅔) of a quorum of the Active Members in good standing an Annual or Special Meeting of the Association, or by email referendum; provided that such proposed amendments shall have been mailed to all Active Members at the direction of the Secretary at least thirty (30) days in advance of the vote or, in the case of an email referendum. Voting deadline.
ARTICLE XIII – GOVERNING RULES
Robert’s Rules of Order shall govern at any duly called Annual or Special Meeting of the Association, Board Meeting, or committee meeting.
ARTICLE XIV – DURATION
The Association shall continue to exist until such time as it shall be dissolved by a vote of three-fourths of its Active Members in good standing at any Annual or Special Meeting of the Association; provided that notice of such proposal has been given by the Secretary at the instruction of the Board at least thirty (30) days prior to such a meeting. The Association may be dissolved as provided for by law. Upon dissolution of the Association, the Board shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of
all of Association’s assets to a non-profit organization designated as such pursuant to Section 501 (c) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law). The successor organization must be decided on by majority of the Board.
By-Laws Adopted April 26, 2019
OREGON ASSOCIATION OF BROADCASTERS
2420 NE Sandy Blvd. suite 120
Portland, OR 97232
Phone: (503) 443-2299