meeting the names of individuals whom they nominate for election as Officers and members of the Board of Directors. Any ten active members of the Association may, in writing, present at the annual meeting the name of a member of the Association to be included on the ballot. Election shall be by majority vote and if no candidate secures a majority on the first ballot then the two highest candidates shall be voted for on the next ballot.

ARTICLE VIII. ANNUAL MEETING

The date and place of holding each annual meeting of the members of this Association shall be determined upon at the preceding annual meeting of the members and if no date and place are determined upon by the members, then the Directors shall determine upon the date, time, and place of holding the annual meeting of the members and shall give the members at least fifteen days' notice of the date and place so determined upon.

ARTICLE IX. AMENDMENTS TO CONSTITUTION

This Constitution may be repealed or amended only by a two-thirds vote of the qualified voting members present at any annual meeting of the Association, providing such proposed repeal or amendments shall have been mailed to the Managing Director of the Association thirty days prior to the date of such annual meeting; notification thereof shall be mailed to the members of the Association at least fifteen days prior to the date of such meeting.

BYLAWS OF THE NATIONAL ASSOCIATION OF BROADCASTERS, INC. BYLAW 1. DUES

Effective October 1, 1934, quarterly dues of active members shall be payable each January 1, April 1, July 1, and October 1, on the following basis:

(a) Each member operating a station authorized to operate 40 hours or less per week shall pay a sum equal to one-third of the highest rate published by such member for one-quarter hour of broadcasting time.

(b) Each member, operating a station authorized to operate 41 to 60 hours per week shall pay a sum equal to one-half of the highest rate published by such member for one-quarter hour of broadcasting time.

(c) Each member operating a station authorized to operate 61 to 80 hours per week shall pay a sum equal to two-thirds of the highest rate published by such member for one-quarter hour of broadcasting time.

(d) Each member operating a station authorized to operate 81 hours or more per week shall pay a sum equal to the highest rate published by such member for one-quarter hour broadcasting time.

(e) The annual dues of Associate Members of this Association shall be at the rate of two hundred and fifty dollars per year, payable quarterly in advance.

BYLAW 2. BONDS

The Association, or the Board of Directors, may require of the Treasurer, or any employee of the Association, a suitable bond in such sum and form as may be determined by the Association or such Board of Directors. The bond premium shall be paid for by the Association.

BYLAW 3. SPECIAL MEETINGS OF THE ASSOCIATION AND THE BOARD OF DIRECTORS

(a) On request in writing to the President, or the Managing Director, by any eight members of the Board of Directors, the President or Managing Director shall call a special meeting of such Board.

(b) On request in writing to the President, or the Managing Director, by any eight members of the Board of Directors or one-third of the active members of the Association in good standing, the President or Managing Director shall call a special meeting of the members of the Association and shall mail to each member of the Association, at least fifteen days in advance of the date of such special meeting, a notice in writing of the time and place of such special meeting.

BYLAW 4. REPRESENTATION AT MEETINGS OF THE ASSOCIATION

(a) A broadcasting station, individual, firm, or corporation elected to active membership in this Association shall designate in writing and file with the Managing Director of the Association the names of a delegate and alternate both of whom shall be actively engaged in the business of such member. The delegate or alternate shall be entitled to represent such member at meetings of the Association. Any vote or action of such delegate or alternate so named shall be binding upon the member so represented.

(b) Each active member shall be entitled to one vote.

BYLAW 5. QUORUM

(a) At any duly called meeting of the members of this Association, twenty per cent of the active membership shall be present or represented to constitute a quorum for the purpose of transacting such business as may come before the meeting. If less than a quorum is present a majority of the active members present may adjourn the meeting from time to time until a quorum is present. (b) At any duly called meeting of the Board of Directors, or of any duly authorized committee, a majority shall constitute a quorum for the purpose of transacting such business as may come before such meeting.

BYLAW 6. ORDER OF BUSINESS OF THE ASSOCIATION

The order of business at all meetings of members of this Association shall be as follows:

1. Call to order.

2. Appointment of Committees.

3. Action upon minutes of previous meeting.

4. Reports of Officers.

5. Reports of Committees.

6. Miscellaneous business.

7. Election of Officers and Directors.

8. Adjournment.

BYLAW 7. ORDER OF BUSINESS OF BOARD OF DIRECTORS

The Board of Directors may determine the order of business to be folowed at the meetings of such Board.

BYLAW 8

At any duly called meeting of the members of this Association, Board of Directors, or of any duly authorized Committee, Roberts Rules of Order shall

govern.

BYLAW 9. 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 Managing Director of the Association. The Managing Director shall accept and confirm such resignation immediately. Such member so resigning or withdrawing shall thereupon forfeit all right and claim to any part of the assets of this Association.

BYLAW 10. SUSPENSIONS

(a) Members who fail to pay the annual dues prescribed in these Bylaws may at the discretion of the Board of Directors be suspended by a two-thirds vote of the Board and shall for the period of suspension forfeit all the rights and privileges of membership in the Association.

(b) In addition to suspension from membership for failure to pay the dues prescribed any member may for cause be suspended or expelled. Such suspension or expulsion shall not be voted except by a two-third vote of the Board of Directors and after the member shall have been furnished a full statement of the charges against him and been provided adequate apportunity for a hearing thereon. Among the grounds for suspension or expulsion shall be the following: Violation of any Bylaws of the Association or of any rules lawfully made by or under the authority of the Board of Directors; violation of any code of trade practice or fair competition subscribed to by the industry, and approved by any duly authorized governmental agency; revocation or 53579-36-25

suspension of any federal government license; conduct prejudicial to the best interests of the Association.

(c) Membership in this Association is not transferable except upon the approval, and under such terms as may be prescribed by the Board of Directors. (d) Suspension, expulsion, or termination of membership as provided in any of the foregoing sections of this Blyaw shall operate as a forfeiture of all rights or claims on the part of any such member to any portion of the assets of the Association.

BYLAW 11. FORFEITURE OF MEMBERSHIP

The membership of any broadcasting station, individual, firm, corporation, the dues for which have not been paid within a period of three months shall thereupon be automatically forfeited, provided fourteen days' notice thereof be given in writing to such delinquent broadcasting station, individual, firm, or corporation and such forfeiture shal loperate as a forfeiture of all rights and claims on the part of such member to any portion of the assets of the Association.

BYLAW 12. CONDITION OF MEMBERSHIP

The application for an acceptance of membership in this Association shall be a legally binding acecptance on the part of each member of the Constitution and Bylaws of this Association.

BYLAW 13. POWER OF COMMITTEES

All Committees shall submit reports at times and places designated by the Board of Directors. No Committee shall have the power to bind the Association without the approval of the Board of Directors or the membership, except as otherwise provided for in the Constitution and Bylaws of this Association.

BYLAW 14. POWER TO BORROW MONEY

The Board of Directors may, when occasion requires, by two-thirds of its members voting, authorize the borrowing of money in behalf of the Association to provide for its temporary needs.

BYLAW 15. FISCAL YEAR

The fiscal year of this Association shall be the calendar year.

BYLAW 16. 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 a meeting called for that special purpose. In event of dissolution all funds on hand after payment of all the indebtedness of the Association shall be divided among the members in good standing. Any indebtedness to the Association on the part of a member in good standing at the time of the dissolution shall be deducted from that member's share.

BYLAW 17. AMENDMENTS

These Bylaws may be amended by a vote of two-thirds of the active members in good standing present or duly represented, at any duly called meeting, provided that notice of such proposed amendment or amendments shall have been mailed to each member in good standing at least fifteen days prior to the date of the meeting at which such proposed amendment or amendments are to be considered. An amendment may be proposed by the Board of Directors or by a proposal signed by one-quarter of the active members of the Association. Such proposal shall be in writing and shall be filed with the Managing Director of the Association and it shall be the duty of the Managing Director promptly to send to each member of the Association in good standing a written notice of such proposed amendment or amendments and the time and place at which the meeting will be held for the consideration of such amendment or amendments. 1. Recognizing that the radio audience includes persons of all ages and all types of political, social, and religious belief, each member station will endeavor to prevent the broadcasting of any matter which would commonly be regarded as offensive.

CODE OF ETHICS

2. When the facilities of a member station are used by others than the owner, the member shall ascertain the financial responsibility and character of such client, that no dishonest, fraudulent or dangerous person, firm, or corporation may gain access to the radio audience.

3. Matter which is barred from the mails as fraudulent, deceptive, or obscene shall not be broadcast by a member station.

4. Each member station shall refuse any advertising matter regarding products or services injurious to health.

5. Each member station shall maintain a public record of its current rates charged to advertisers for the use of broadcasting time together with all discounts, rebates, refunds, and agency commissions which shall be allowed to the users of such time or to their recognized agents.

6. Each member station shall refuse to accept any business on a cost per inquiry, contingent, or percentage basis, or to accord free time for commercial

use.

7. No member station shall permit the broadcasting of advertising statements or claims which he knows or believes to be false, deceptive, or grossly exaggerated.

8. No member station shall defame or disparage a competitor, directly or indirectly, by words or acts which untruthfully call in question such competitor's business integrity, ability to perform contracts, credit standing, or quality of service.

9. No member station shall claim for its service a character, scope, or quality which cannot be substantiated, nor shall it claim as regular characteristics of its service features which it knows to be purely temporary or accidental.

10. Where charges of violation of any article of the code of ethics of the National Association of Broadcasters are filed in writing with the Managing Director, the Board of Directors shall investigate such charges, give opportunity for hearing, and afterwards notify the station of its findings.

OFFICERS AND DIRECTORS OF THE NATIONAL ASSOCIATION OF BROADCASTERS

President: Leo J. Fitzpatrick, WJR, Detriot, Mich.

First Vice President: C. W. Myers, KOIN, Portland, Oreg.

Second Vice President: Edward A. Allen, WLVA, Lynchburg, Va.
Treasurer: Isaac D. Levy, WCAU, Philadelphia, Pa.

Managing Director: James W. Baldwin, Washington, D. C.

DIRECTORS

FOR THE 3-YEAR TERM

Ralph R. Brunton, KJBS, San Francisco, Calif.

T. W. Symons, Jr., KFPY Spokane, Wash.

W. W. Gedge, WMBC, Detroit, Mich.
J. O. Maland, WHO, Des Moines, Iowa.
Edwin W. Craig, WSM, Nashville, Tenn.

FOR THE 2-YEAR TERM

Alfred J. McCosker, WOR, Newark, N. J.
Gardner Cowles, Jr., KSO, Des Moines, Iowa.
Harry C. Butcher, WJSV Washington, D. C.
John J. Gillin, Jr., WOW, Omaha, Nebr.
Gordon Persons, WSFA, Montgomery, Ala.

FOR THE 1-YEAR TERM

William S. Hedges, WEAF, New York, N. Y.
H. K. Carpenter, WHK, Cleveland, Ohio.
I. R. Lounsberry, WGR-WKBW, Buffalo, N. Y.
Arthur B. Church, KMBC, Kansas City Mo.
Frank M. Russell, WRC, Washington, D. C.

ACTIVE MEMBERS OF THE NATIONAL ASSOCIATION OF BROADCASTERS, MARCH 6, 1936

Santa Barbara Broadcasters, Ltd., Santa Barbara__.
Earle C. Anthony, Inc., Los Angeles---
Bee Bakersfield Broadcasting Co., Bakersfield.

KDB
KECA

KERN

Los Angeles Broadcasting Co., Inc., Los Angeles---

KFVD

Beverly Hills Broadcasting Corporation, Los Angeles, Calif.
Western Broadcast Co., Hollywood, Calif.

National Broadcasting Co., Inc., San Francisco, Calif.
Pacific Agricultural Foundation, Ltd., San Jose, Calif.
First Congregational Church of Berkeley, Berkeley, Calif.
Educational Broadcasting Corporation, Oakland, Calif..
Associated Broadcasters, Inc., San Francisco, Calif..
Voice of the Orange Empire, Inc., Ltd., Santa Ana, Calif
Portable Wireless Telephone Co., Inc., Stockton, Calif.
Pacific Broadcasting Corporation, San Francisco, Calif
Pioneer Mercantile Co., Bakersfield, Calif_--