MBA BY-LAWS

ARTICLE I - Powers and Duties of the Officers

CHAIRMAN

Section 1.  The Chairman shall preside at all meetings of the association, and shall have the counting vote in case of a tie.  Subject to approval of the Board of Directors he/she shall have full control of the business and activities of the association, and shall have the right to appoint all committees and be ex-officio member of all committees.

CHAIRMAN-ELECT

Section 1.  In the absence of the Chairman, the Chairman-Elect shall assume the powers and duties of the Chairman.

SECRETARY-TREASURER

Section 1.  The Secretary-Treasurer shall issue notices for meetings of the Association, shall keep minutes of the meetings, shall issue notices of dues, and in general perform such other duties as are incident to the office.

Section 2.  The Secretary-Treasurer shall have general control, subject to any action of the Board of Directors, of any funds in the hands of the association.  He/She shall keep accurate records of all association monies paid him/her, shall deposit same in a bank designated by the Board of Directors, shall pay all bills, approved by such person or persons as may be designated by the board and shall report regularly to the board.

Section 3.  The books and accounts of the association shall be audited annually at the end of each fiscal year, or at such time or times as the Chairman or Board of Directors shall designate.  The Secretary-Treasures shall make a report to the membership of the association at the annual meeting of the Association.

ARTICLE II - Powers and Duties of the Board of Directors

Section 1.  The Board of Directors shall approve or reject applications for membership and may drop members from the rolls at any time for Cause.

Section 2.  The Board of Directors shall have general supervision of the affairs and property of the Association, shall inspect all accounts, and authorize the expenditure of all monies, and its decision shall be final, subject to appeal to the general membership at the annual convention.

Section 3.  The Board of Directors shall have power to fill any vacancy which shall for any reason occur within its own membership or with respect to any of the officers of the association until the next annual election.  The person appointed shall be from the same geographical area, and for the same office vacated, and shall serve the unexpired term of the person whose vacancy he/she is filling.

Section 4.  The Board of Directors shall meet at least twice a year at such time and place as the Chairman shall direct or upon the call of the Chairman or upon written request of three (3) members of the Board of Directors.

Section 5.  The Board of Directors shall choose an President/CEO for the Association, shall determine his/her duties and responsibilities and set his/her annual compensation.

Section 6.  The Board of Directors shall have the power to make a special assessment with the approval of two-thirds of the members of the Board of Directors present at a regular meeting or a special meeting called for the purpose  but shall have no power to levy assessment without such approval.

Section 7.  The Board of Directors shall have no right to incur any debt for any extraordinary purpose unless authorized by two-thirds of the members of the association present at a regular meeting or a special meeting called for the purpose.

Section 8.  It shall be the responsibility of the Board of Directors to see that an approximately equal number of member stations are included in each of the sections.  The Board of Directors shall have the power to describe, change or otherwise alter boundary lines of said area so that an equal proportion of members is obtained in each section.

ARTICLE III - Meetings

Section 1.  The annual meeting of the association shall be held in the June of each year at such time and place as shall be determined by the Board of Directors.  The Secretary-Treasurer shall give written notice to all members 30 days prior to date of said meeting.

Section 2.  Special meetings of the association may be called at any time  by the Chairman and must be called upon the written request of 20 members. Such special meetings may not be called except on written notice to the members 10 days prior to the meeting stating the time, place and object thereof.

Section 3.  Twenty (20) members shall constitute a quorum at any annual or special meeting of the association, except where amendments of the Constitution and By-Laws are under consideration, where thirty (30) members shall constitute a quorum.

ARTICLE IV - Dues

Section 1.  Dues for all commercial radio stations shall be forty (40) times  the highest one (1) time, one minute spot announcement, provided however, that no radio station shall pay more than the maximum noted below.

Section 2.  Dues for all commercial television stations shall be two (2) times the highest thirty (30) second or twenty (20) second spot announcement rate, whichever is lower, provided however, that no television station shall pay more than the maximum noted below.

Section 3.  Maximum Dues Structure

INSERT TABLE 

Market Size

Large Market Radio and Television - St. Louis, Kansas City

Medium Market Television - Cape Girardeau, Springfield

Medium Market Radio - Columbia, Jefferson City, Joplin, St. Joseph, Springfield

Small Market Radio and Television - All others not noted above.

Section 4.  Dues for non-commercial educational radio stations shall be $150.00 annually.

Section 5.  Dues for non-commercial educational television stations shall be $250.00 annually.

Section 6.  Dues for Associate members shall be $150.00 annually.

Section 7.  Dues for professional members (communications, attorneys, and consulting radio engineers) shall be the minimum fee charged radio station members.

Section 8.  All dues shall be due and payable within thirty (30) days of the date billed and all membership rights and privileges shall automatically cease when dues are ninety (90) days or more in arrears. Full payment of all unpaid dues will be required before a dropped member may be reinstated.

ARTICLE V - Election of Officers and Board of Directors

Section 1.  The officers of the association, except the President/CEO,Chairman and the members of the Board of Directors shall be elected at each annual meeting under the terms and provisions as set forth in the Constitution.

Section 2.  The Chairman shall at least ninety (90) days before the annual meeting appoint a nominating committee.  The committee shall be comprised of seven (7) members, one (1) from each of the seven (7) MBA Board Districts (MBA Constitution: Article I, Section 6) and one of whom shall be the immediate past chairman of  the association who shall serve as chairman.

Section 3.  It shall be mandatory for the committee to nominate one director/nominee from each of the areas as set forth in Section 6 of Article I of the Constitution.

Section 4.  The committee shall nominate a slate consisting of Chairman, Chairman-elect, Secretary/Treasurer, and either four or five directors as provided for in Article I, Section 6 (c).

Section 5.  At the time the slate presented by the nominating committee is presented to the membership at the annual meeting nominations from the floor will be accepted and placed on the ballot.

Section 6.  The nominee receiving the highest number of votes shall be declared elected.

Section 7.  Each commercial broadcast station shall have one vote for each dues-paying membership.

Section 8.  Associates and allied members will have a representative on the Board of Directors who shall receive one vote.

ARTICLE VI - Amendments

Section 1.  The By-Laws may be amended by the affirmative vote of a majority of the members of the Board of Directors present at any regular meeting or by the affirmative vote of a majority of the members at any regular or special meeting, provided that in either case notice of the proposed amendments shall have been given in writing at least two (2) weeks prior to the meeting.