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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 customers 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 Two (one radio representative and one television representative) shall be from St. Louis-St. Louis area (District 1), two (one radio representative and one television representative) shall be from the Kansas City-Kansas City area (District 2), 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; one shall be from the west section of the sate (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; one shall be from the southwest section of the state (District 5) consisting of the counties of: Barry, Baront, Camden, Cedar, Dade, Dallas, Hickory, Jasper, Laclede, Lawrence, McDonald, Newton, Polk, St. Clair, Stone, and Vernon; 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; and one shall be fro 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, Reyonlds, Ripley, St. Francois, Ste. Genevieve, Scott, Shannon, Stoddard, Washington, and Wayne.
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. The Immediate Past Chairman of the association shall be a member of the board with full powers except that he 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 District 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) One 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; (District 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.
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