MBA CONSTITUTION

ARTICLE I (Name and Object)

Section 1. The association shall be known as the Missouri Broadcasters Association.

Section 2. The objects and purposes of this association shall be:

(a) To promote the interests and welfare of the broadcasting industry in the State of Missouri.

(b) To promote and foster cooperation and understanding among the members of the association.

(c) To promote and encourage customs and practices which are in the best interest of the public and the broadcasting industry.

(d) To promote and carry out a strong educational program for the benefits of the association members.

(e) To represent the association members before the National Association of Broadcaster, the Congress of the United States and the Legislature of the State of Missouri.

(f) And to have any and all powers permitted non-profit Corporations by the statutes of the State of Missouri, including but not limited to owning, buying or selling real or personal property, entering into contracts, leases or agreements or having bank accounts and accounts receivables.

Section 3. The principal office of the association shall be in Jefferson City, Missouri or such other place as the Board of Directors may designate.

Section 4. The association shall be a non-profit Corporation and shall not be conducted for profit, and no part of its revenues or earnings, if any, shall inure to the benefit of any individual or member.

Section 5. The offices of the association shall be Chairman, Chairman-Elect and Secretary-Treasurer, who shall be members of the Board of Directors. The term of office shall be for one year.

Section 6.

(a) There will be a Board of Directors consisting of ten members.

1. Two (one radio representative and one television representative) shall be from St. Louis-St. Louis area (District 1).

2. Two (one radio representative and one television representative) shall be from the Kansas City-Kansas City area (District 2).

3. One shall be from the east section of the state (District 3) consisting of the counties of: Audrain, Boone, Callaway, Clark,Cole, Franklin, Gasconade, Jefferson, Knox, Lewis, Lincoln, Macon, Maries, Marion, Miller, Monroe, Montgomery, Osage, Pike, Ralls, Randolph, Schuyler,Scotland, Shelby, St. Charles, and Warren.

4. One shall be from the west section of the state (District 4) consisting of the counties of: Adair, Andrew, Atchinson, Bates, Benton,Buchanan, Caldwell, Carroll, Cass, Chariton, Clay, Clinton, Cooper, Daviess, DeKalb, Gentry, Grundy, Harrison, Henry, Holt, Howard, Johnson, LaFayette, Linn, Livingston, Mercer, Moniteau, Morgan, Nodaway, Pettis, Platte, Putman, Ray, Saline, Sullivan, and Worth.

5. One shall be from the southwest section of the state (District 5) consisting of the counties of: Barry, Barton, Camden, Cedar, Dade, Dallas, Hickory, Jasper, Laclede, Lawrence, McDonald, Newton, Polk, St. Clair, Stone, and Vernon.

6. One shall be from the south-central section of the state (District 6) consisting of the counties of: Christian, Douglas, Greene, Howell, Ozark, Phelps, Pulaski, Taney,Texas, Webster, and Wright.

7. One shall be from the southeast section of the state (District 7) consisting of the counties of: Bollinger, Butler, Cape Girardeau, Carter, Crawford, Dent, Dunklin, Iron, Madison, Mississippi, New Madrid, Oregon, Pemiscot, Perry, Reynolds, Ripley, St. Francois, Ste. Genevieve, Scott, Shannon, Stoddard, Washington, and Wayne.

8. There will also be one Associate member on the board to represent the associate membership. This member will be appointed by the Board of Directors by a majority vote of the board and will serve a two year term.

9. The Immediate Past Chairman of the association shall be a member of the board with full powers except he/she cannot hold office.

(b) Members of the board shall serve for a term of two years and may be re-elected for one additional consecutive term. Persons eligible for election to the Board of Directors must serve the member station in the capacity of station owner or station/general manager. However, in Districts 1 and 2, the eligibility may be extended to a person serving a member station in a senior management capacity. No more than two members of the Board of Directors may be non-owner or station/general manager representatives. The past chairman may only serve as a board member while he/she holds that office.

(c) On even number years, the membership shall elect five directors from Districts One, Two, Three, Five and Seven. On odd number years, the membership shall elect four directors from Districts One, Two, Four and Six.

(d) The Board of Directors shall settle all questions of the Association. It shall have power to question, change or veto the action of any committee. Its decisions shall be final except that an appeal from any of its decisions may be submitted to the members at any regular or special meeting of the association.

(e) When an officer or director shall become disassociated with a member station as station owner or station/general manager or in; (Districts 1 and 2) a senior management capacity, he/she shall be replaced by an eligible successor (Article I-Section 6, Paragraph (b)) as soon as the board can act. However, if an officer or director changes from one member station to another member station, within 30 days, he/she shall remain in office.

Section 7.  The majority of the members of the Board of Directors shall constitute a quorum. The Chairman shall preside at all meetings of the Board of Directors and in his/her absence the Chairman-Elect or the Secretary-Treasurer. All officers, except the President/CEO, shall be actively engaged in commercial broadcasting.

Section 8. The Chairman shall have the power to appoint all regular or special committees, the number of such regular committees to be determined annually by the President and such special committees to be appointed from time to time as he/she may deem advisable.

ARTICLE II (Membership)

Section 1. Any person, firm, institution or corporation operating a licensed commercial broadcasting station, or a non-commercial educational station in the State of Missouri may be admitted to membership. Membership shall be listed in the name of the licensee or any other person in the firm designated by the licensee.

Section 2. Applications for membership must be in writing, enforced by the President/CEO or a member in good standing and approved by the majority of the Board of Directors.

(a) Members may be dropped from the rolls at any time, for cause, by a majority vote of the Board of Directors.

Section 3. No membership shall be transferred without the approval of the Board of Directors.

Section 4. Allied, associate or other types of memberships may be established under such conditions as the Board of Directors may provide.

Section 5. All rights, privileges, and interests of a member in or to the association and its property, if any, shall cease on the termination of membership.

Section 6. Members of the association shall not be liable for the payment of any Corporate debts of any nature whatsoever nor shall any of the property of the members be subject to payment of Corporate debts to any extent whatsoever.

ARTICLE III (Amendments

Section 1. The constitution shall not be suspended without the affirmative vote of two-thirds of the members present at a regular or duly called special meeting of the association.

Section 2. The constitution shall not be altered or amended without notice of such intention having been given by order of the Chairman, in writing, at least two weeks prior to a regular or special meeting; no such alteration or amendment shall be made without the affirmative vote of two-thirds of the members attending any regular or special meeting called for the purpose. Or, in the case of a mail ballot with such notice given to the membership, the constitution shall not be altered or amended with the affirmative vote on the returned ballots of two-thirds of the members, provided that a minimum of 51% of the ballots be returned.