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BY-LAWS

of

National Association of Shortwave Broadcasters, Inc.

(As amended May 7, 2004)
  
  

 

ARTICLE I

Office

SECTION 1. Principal Office. The principal office of the National Association of Shortwave Broadcasters (hereinafter referred to as the Corporation) shall be in the District of Columbia. 
  
SECTION 2. Other Offices.  The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint. 
  
 
 

ARTICLE II

Members

SECTION 1. Annual Meeting. The annual meeting of the members of the Corporation shall be held within six months after the end of the fiscal year on a day duly designated by the Board of Directors for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such annual meeting, and for the transaction of such other corporate business as may come before the meeting. 
  
SECTION 2. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the President, by the Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the President, by the Vice President, by director of the Corporation upon the majority of all the members entitled be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting. 
  
SECTION 3. Place of Holding Meetings. All meetings of members shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors. 
  
SECTION 4. Notice of Meetings. Written notice of each meeting of the members shall be mailed, postage pre-paid, by the Secretary, to each member of record entitled to vote thereat, at his post office address as it appears upon the books of the Corporation, not less than ten (10) nor more than fifty (50) days before the meeting.  Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof. 
  
SECTION 5. Quorum. The presence in person or by proxy of a majority of the members of the Corporation entitled to vote shall constitute a quorum at all meetings of the members except as otherwise provided by law or these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members entitled to vote and present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. 
  
SECTION 6. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by the Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
 
SECTION 7. Voting. At all meetings of members every member entitled to vote thereat shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such member or its duly authorized attorney, bearing a date not more than eleven (11) months prior to said meeting, unless otherwise provided in the proxy. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law or by these By-Laws. 
If the presiding officer of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all of the members entitled to vote on such election or matter. In either of these events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the presiding officer of said meeting. 
  
SECTION 8. Identity of Members.
 
A. Voting Members. Only persons holding licenses or construction permits issued by the Federal Communications Commission for international broadcast stations shall be eligible to be appointed as voting members of the Corporation. The voting members of the Corporation shall be composed of those members who shall have been appointed as such by a majority of the entire Board of Directors; and shall retain their status as voting members so long as they pay any and all annual dues imposed by the Corporation upon its voting members. 
  
B. Associate Members. The associate members of the Corporation shall be composed of those members who shall have been appointed as such by a majority of the entire Board of Directors; and shall retain their status as associate members so long as they pay any and all annual dues imposed by the Corporation upon its associate members.
 
C. Non-Voting Members.  Any organization that has submitted an application to the Federal Communications Commission for an international broadcast license/construction permit may become a non-voting member of the Corporation upon the approval of a majority of the entire Board of Directors and upon the payment of the annual dues imposed by the Corporation. 
  
 
 

ARTICLE III

Board of Directors

SECTION 1. General Powers.  The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.
 
SECTION 2. Number, Term of Office and Eligibility. 
a. Number.  The number of directors shall be no more than six (6) and no less than three (3). 
b. Term of Office.    The Directors shall serve for a three (3) year term staggered such that one third are elected at annual meetings. Directors may not serve for more than two (2) consecutive terms, but may be re-elected after a one (1) year absence. 
c. Eligibility.  Directors must be voting members or representatives of voting members who have themselves previously attended an annual meeting as a member or representative of a member of the association. 
  
SECTION 3.  Nomination and Election of Directors.  The Nominating Committee shall recommend a slate of directors to the members of the Corporation at the time of the Annual Meeting of the Corporation. Nominations for Director may be made by any member during the annual meeting. 
  
SECTION 4. Filling of Vacancies.  In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the  remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of a majority of the members. 
  
Similarly, and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next annual meeting of members. 
  
Any director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at any special meeting of members regularly called for the purpose. 
  
SECTION 5. Place of Meeting.  The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the District of Columbia, at such place or places as they may from time to time determine by resolution or by written consent of all the directors.  The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment. 
  
SECTION 6. Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed or sent by other means to each Director at least three (3) days before the first meeting held pursuant thereto.  The annual meeting of the Board of Directors shall be held immediately following the annual meeting of members at which a Board of Directors is elected.  Any business may be transacted at any regular meeting of the Board. 
  
SECTION 7. Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors.  The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same to each Director or notifying by other means at least three (3) days prior to the meeting; but such notice may be waived by any Director unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.  At any special meeting at which every Director shall be present, even though without notice, any business may be transacted and any Director may in writing waive notice of the time, place and objectives of any special meeting. 
  
SECTION 8. Quorum.  A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by these By-Laws. 
  
SECTION 9. Required Vote.  An affirmative vote of a majority of those present shall be necessary for the passage of any resolution. 
  
SECTION 10. Compensation of Directors.  Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board, and, by resolution of the Board of Directors, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 
  
SECTION 11. Nominating Committee.  The Nominating Committee shall be selected by the Board of Directors. 
  
SECTION 12. Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee shall include one or more of the Directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors. Committee Chairman need not be Directors. 
  
 
 

ARTICLE IV

Officers

SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, and also such other officers, as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the members except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. The President and Vice President shall be  Directors and the other officers may, but need not be, Directors. Any two or more of the above offices, except those of President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors 
  
In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.
 
Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them. 
  
SECTION 2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the members. 
  
The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all the standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors. 
  
SECTION 3. Powers and Duties of the Vice President. The Board of Directors shall appoint a Vice President.  The Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. The Vice President shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by the  Vice President, and the taking of any action by the Vice President in place of the President shall be conclusive evidence of the absence or disability of the President. 
  
SECTION 4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person "hereunto directed by the President, or by the directors or members upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the members and of the directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the Directors or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President. 
  
SECTION 5. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. 
  
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation. 
  
The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Corporation. 
  
The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
 
SECTION 6. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.
 
SECTION 7. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer. 
 
 
 

ARTICLE V

Corporate Seal

  
SECTION 1. Seal. In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the words "District of Columbia." Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary. 
  
 
 ARTICLE VI
Bank Accounts and Loans
SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors, and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.
 
SECTION 2. Loans. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely on such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person. 
  
 
 

ARTICLE VII

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
 
SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or member, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member, officer or director at such address as appears on the books of the Corporation, or in default of any other address, to such member, officer or director at the general post office in the District of Columbia, and such notice shall be deemed to be given at the time the same shall thus be mailed. Any member, officer or Director may waive any notice required to be given under these By-Laws, and the attendance of such member, officer or Director at any meeting shall constitute waiver of notice of such meeting unless such attendance is for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. 
  
 
 

ARTICLE VIII

Amendments

SECTION 1. Amendment of By-Laws. The Board of Directors shall not have the power and authority to amend, alter or repeal these By-Laws or any provision thereof.  These bylaws may only be amended, altered or repealed at duly called meeting and by a simple majority of the full membership of the Corporation. 
  
 
 

ARTICLE IX

Indemnification

SECTION 1. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a judicial proceeding to the fullest extent permitted by and in accordance with law.
 
SECTION 2. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with applicable law.