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About NABA

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The North American Broadcasters Association (NABA) is a non-profit association of broadcasting organizations in the United States, Mexico and Canada committed to advancing the interests of broadcasters at home and internationally. Founded in 1972, NABA provides a forum for North American Broadcasters to share information and best practices, discuss common challenges and opportunities, and reach concensus on key issues.

As a member of the World Broadcasting Unions (WBU), the coordinating body for broadcasting unions around the world, NABA is the voice of North American broadcasters at the global level. NABA also plays a key global role for its members as the only North American broadcast association with official status as a non-governmental organization (NGO) at the International Telecommunication Union Radiocommunication Sector (ITU-R) and the World Intellectual Property Organization (WIPO).

NABA also acts as Secretariat for the WBU. The combined NABA/WBU Secretariat office is based in Toronto, Canada.

"The Broadcasting industry is turning an important corner as it embraces new service opportunities that several years or months ago were not considered as part of a broadcaster activity, but today must be seen as a challenge and opportunity for all of us. Through NABA, broadcasters in North America provide leadership in this new convergence ensuring that we are able to offer our content and services to everyone, everywhere and in the format that our audiences or users want. Ensuring that television and radio broadcast spectrum and services are protected and well positioned as new products and business models emerge, continues to be of highest priority for NABA."

Leonardo Ramos
Grupo Televisa S.A.

Key Objectives

NABA is committed to the following key objectives:

  • Addressing spectrum-related issues - preservation of the terrestrial and satellite broadcasting spectrum and protection of it from interference


  • Strengthening content protection - copyright and intellectual property issues and technical solutions; proposed WIPO Treaty on the Protection of Broadcasting Organizations


  • Promoting international program exchange - transport, transmission, and operating issues


  • Representing North American broadcasters in national and international entities - the three North American regulators (Federal Communications Commission [FCC] in the United States, Industry Canada/Canadian Radio-television and Telecommunications Commission [CRTC] in Canada, and Comisión Federal de Telecomunicaciones [CoFeTel] in Mexico) and, internationally, the WBU, ITU-R, and WIPO


  • Serving as a forum for discussion of common issues and identification of key initiatives - signal protection (preventing interference and signal theft, addressing retransmission issues); safety and security (sharing and developing best practices for emergency preparedness, business continuity, and health, safety, and security issues for the broadcast community)


  • Working as a broad coalition to identify and enable new business on new platforms - digital transition issues (contributing to new digital standards, platforms, and interface capabilities, advancing operational standards and practices); new production and distribution technologies and processes


NABA's Mission

The mission of NABA is to identify and study issues affecting North American broadcast interests, including developing effective perspectives and solutions regarding content development and transmission; protection of content and intellectual property; providing a forum for discussion and advocacy regarding the evolution of program creation, distribution, and delivery; promoting the principles of free speech and the need for a free press; and protecting the safety of those who work in journalism and NABA member organizations.

To accomplish this end, NABA intends to interface with other entities worldwide to ensure that North American broadcast interests are heard, respected, and amply considered on the international level.

Director General's Message

Welcome to the NABA website. We hope you will find it a source of useful information and will visit often.

The NABA membership is unique among the world’s broadcast unions as it includes a large representation of American, Canadian and Mexican national television and radio broadcasters and major suppliers of products and services to the industry. The success of NABA in representing the interests of the North American broadcast industry in international forums is dependent upon the involvement of our membership in various NABA activities. Our great strength is in the breadth of our membership. From it, we call upon a great expanse of knowledge, expertise and business interests in our deliberations.

It is an understatement to say the entire communications industry is undergoing enormous change. NABA is an indispensable forum for our members in helping to chart a course that permits our industry to take advantage of the changes in technology and regulations that enhance services to viewers and listeners while not losing sight of core broadcasting activities. The heart of NABA activity lies in the work of its committees including Technical, Legal and Safety and Security as well as numerous Task Forces and Working Groups. Their work addresses an ever-changing variety of issues in support of our members’ interests.

NABA recognizes that broadcasters share many common technical, operational and regulatory challenges and our core mission is to provide the opportunity and means, through NABA, to work on these challenges and take action as appropriate to the issues. These efforts are done to both the benefit of our members and the industry as a whole. Some of the areas that are on NABA’s to-do list are:

  • Broadcasters need to find common ground on spectrum use both today and for tomorrow; define the needs of the marketplace including; how spectrum can best serve the needs, how the consumer electronics industry can best service the requirements, and how equipment manufacturers can best provide the necessary production and operational tools.


  • Protection of existing broadcaster spectrum from interference issues from Wi-Fi, mobile devices, etc. is an important priority with the proliferation of these devices and services.


  • Levelling the regulatory playing field between broadcasters who carry huge content and service obligations that engender huge costs compared to telecoms and mobile services that have few obligations and very little cost beyond the initial capital expense.


  • Increasingly NABA needs to define their requirements for delivery and display on all platforms and it goes without saying that setting down the best operating practises and production standards for multi-platform delivery must be central to NABA’s work in future years. Growing audiences for mobile reception of broadcaster content will challenge broadcasters on how to change their content for those audiences to efficiently and effectively meet the needs and expectations of the mobile viewer.


  • In a multi-platform world the ongoing need for vigilance on intellectual property and copy protection needs to be monitored with interventions at the appropriate time and place. This includes work at the World Intellectual Property Organization (with other Broadcast Unions) on such initiatives as the Broadcaster Treaty and the Audiovisual Performers Treaty. Content creation and distribution is at the core of any business model for a broadcaster and that content is the most cherished resource and demands to be protected as such. Without those protections the broadcast economic engine is at peril.


  • As noted earlier many NABA member companies are integrated content producers; terrestrial, cable and satellite broadcasters and distributors. The NABA of the future needs to see this integration as a strength and draw from the cross platform expertise that resides in our membership to bring leadership on these questions and issues not only in North America but around the world through the World Broadcast Unions and the many international markets where North American companies are a key component.

What happens to the broadcasting/content business in North America matters to the rest of the world. The trends in broadcasting; content production, distribution and the business models which sustain these enterprises in North America will eventually be replicated around the world. Out of this crucible of change NABA has a special responsibility to show leadership on these matters.

Michael McEwen
Director General, NABA

NABA Annual General Meeting (AGM) and Conference

Each year, NABA holds an Annual General Meeting (AGM) and Conference. The AGM provides our members with the opportunity to gather in one place to discuss important issues in official meetings and through conference panels. NABA members host each AGM at their facilities, with past AGMs taking place at CNN (Atlanta), Fox (Los Angeles), CBC/Radio-Canada (Toronto), NBC-Universal (New York) and Televisa/TV Azteca (Mexico City).

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General By-Laws

Download: NABA General By-Laws

Table of Contents


CORPORATE SEAL

1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the NORTH AMERICAN BROADCASTERS ASSOCIATION (“NABA” or the “Association”).

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OBJECTIVES OF THE ASSOCIATION

2. NABA is a not for profit association whose mission is to identify and study issues affecting North American broadcast interests, including but not limited to: developing effective perspectives and solutions regarding content development and transmission via wireless technologies; protection of content and intellectual property; providing a forum for discussion and advocacy regarding the evolution of program creation, distribution and delivery; promoting the principles of free speech and the need for a free press; and protecting the safety of those who work in journalism and NABA member organizations. To accomplish this end, the Association intends to interface with other entities worldwide to ensure that North American broadcast interests are heard, respected and amply considered on the international level.

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CONDITIONS OF MEMBERSHIP

Full Membership

3. Full Membership in the Association shall be open to national over-the-air or by cable or satellite television or radio network broadcasters in North America (Canada, Mexico and the U.S.) having a concern with international matters affecting broadcasting and other North American organizations having characteristics similar to such broadcasters and sharing the same international concerns and objectives.

The application for admission as a Full Member shall require the approval of 75% of all Full Members.

4. Any Full Member may withdraw from the Association by delivering to the Director-General a written resignation.

5. If any Full Member fails to pay dues as determined by the Association and is in arrears by more than 180 days, then membership in the organization shall be revoked.

If any Full Member fails to maintain the qualifications for Full Membership in the organization, then that Full Member shall be required to resign subject to a 75% vote of all the other Full Members.

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Associate Membership

6. Associate Membership is available to North American organizations not eligible for Full Membership but which provide over-the-air or by cable or satellite television or radio broadcast services on a less than national basis, other North American organizations having characteristics similar to those broadcasters eligible for Associate Membership and sharing the same international concerns and objectives, and to professional over-the-air or by cable or satellite television or radio broadcast membership organizations, provided they share the Association's concerns and objectives.

The application for admission as an Associate Member shall require the approval of at least 75% of the existing Full Members. Associate Members may vote on the operations or activities of the Association only as specifically provided in these by-laws.

7. Any Associate Member may withdraw from the Association by delivering to the Director-General a written resignation.

8. If any Associate Member fails to pay dues as determined by the Association and is in arrears by more than 180 days, then membership in the organization shall be revoked.

If any Associate Member fails to maintain the qualifications for Associate Membership in the organization, then that Associate Member shall be required to resign by a 75% vote of all the Full Members.

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Affiliate Membership

9. Affiliate Membership is available to North American broadcast related organizations who share the Association's concerns and objectives but are not eligible for Full or Associate Membership. The application for admission as an Affiliate Member shall require at least 75% approval of all existing Full Members of the Association. Affiliate Members shall have no voting rights.

10. Any Affiliate Member may withdraw from the Association by delivering to the Director-General a written resignation.

11. If any Affiliate Member fails to pay dues as determined by the Association and is in arrears by more than 180 days, then membership in the organization shall be revoked.

If any Affiliate Member fails to maintain the qualifications for membership in the organization, then that Affiliate Member shall be required to resign by a 75% vote of all the Full Members.

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HEAD OFFICE

12. The Head Office of the Association shall be in Toronto, Province of Ontario, Canada.

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BOARD OF DIRECTORS

13. The property and business of the Association shall be managed by, and the Association shall be governed by, a Board of Directors of not less than five (5) persons. The Board of Directors will be composed of at least one (1) representative from each Full Member of the Association, each of whom shall have one (1) vote; up to two (2) Associate Members elected by all the Associate Members and representing the specific community of interests of all the Associate Members to Board decision making, each of whom shall have one (1) vote on all matters except those matters which are policy issues as defined by Paragraph 37; and, the Director-General, whom shall be a non-voting ex-officio member of the Board of Directors.

Directors shall be elected by the Full Members at each annual meeting of the Association. The directors must be 18, individuals and have the capacity under law to contract.

The Associate Members shall select from their members, by majority vote at the annual meeting, one representative to be a member of the Board of Directors. If there are five (5) or more Associate Members, then two (2) representatives to be members of the Board of Directors may be selected.

At the discretion of the Board of Directors representing the Full Members, additional Board Members, from any Membership Category, may be invited to be a Member of the NABA Board of Directors, by a 75% majority vote.

The Board of Directors may consider and transact any general or special business at any meeting. An Executive Committee of the Board of Directors consisting of the President and two (2) Vice-Presidents together with the Director-General shall be charged with the day-to-day operations of the Association, subject to the direction of the Board of Directors.

Any Director may be removed by a vote of at least 75% of the Board of Directors, or by vote of the general membership as per voting rights in the by-laws except that the Director to be removed will have no vote during such removal proceedings.

14. The Board of Directors shall select from its members by majority vote a President and up to two (2) Vice-Presidents for a two (2) year term of office commencing after the Annual Meeting in even-numbered years.

The Board of Directors shall also appoint a Director-General for such terms as the Board of Directors may decide. The Director-General shall report to the President with respect to all matters.

The President or a duly authorized Vice-President can convene meetings of the Board of Directors and the General Membership Meetings.

The President draws up the draft agenda for the Board of Directors meetings and for the General Membership Meetings.

In the event of the absence or temporary or permanent incapacity of the President, the President shall be replaced in office by a Vice-President to be elected by a majority of all the Board of Directors for the duration of the President's incapacity up to his/her term, unless otherwise decided by the Board of Directors.

If the President and both Vice-Presidents are simultaneously prevented from exercising their functions, the Board of Directors will elect a member of the Board of Directors by majority vote to serve as President for a designated meeting.

The President, and Vice-President(s) and one Member of the Board of Directors shall make up the NABA Finance Committee of the Board of Directors. Additional Members of the Board of Directors may serve on the NABA Finance Committee at the discretion of the President. The NABA Finance Committee studies and makes recommendations on the financial reports prepared by the Secretariat including the Annual Budget, which must be ratified by a majority vote of the Directors. The President, in consultation with the Finance Committee, may approve ad-hoc expenditures of the Association, subject to ratification at the next Board of Directors’ meeting.

The President represents the Association at international meetings as appropriate unless this task is otherwise delegated by a majority vote of the Board of Directors.

The Standing Committees shall propose to the Board of Directors, the NABA delegation Chair, delegation members and any NABA Agenda items to be proposed or defended at any and all formal and informal meetings. The Board of Directors shall approve such proposals and delegations by majority vote.

Any member of The Executive Committee (the President or the Vice-President(s) and the Director-General) may be required to resign by a unanimous vote of the full Board of Directors; except the person affected will not have the right to vote.

15. The applicants for incorporation shall become the first Directors of the Association.

16. A General Membership Meeting shall take place at least once each calendar year. All classes of Members may attend and review the Audit Report (following the Board of Directors’ approval) and other pertinent Association material. Approval of the Audit and formal ratification by a majority of the Board of Directors are also part of the meeting’s requirements. All members are encouraged to attend but Affiliate Members may not vote at the General Membership Meeting.

17. Meetings of the Board of Directors may be held at any time and place to be determined by majority vote of the Directors provided that seven (7) calendar days' notice of such meeting shall be given to each Director or fourteen (14) calendar days notice if sent by mail. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat so long as the Members of the Board of Directors, by majority vote of the Directors, validate such meeting. Any Director may at any time receive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Documents will be made available to the Board of Directors a minimum of five (5) business days before a Board of Directors’ meeting. Late Documents may be accepted by unanimous vote by the Board of Directors. Likewise, notice of meetings of less than 7 days may be accepted with the unanimous vote by the Board of Directors.

The Board of Directors may meet to conduct business by teleconferencing or other electronic means if approved by majority vote of the Board of Directors. Procedures for establishing quorum and recording votes will be pre-approved by the Board of Directors prior to any meeting held using teleconferencing or other electronic means. All Directors participating in the meeting must be able to adequately communicate with each other, and consent in advance to the method of communication allowing equal access.

Unless otherwise directed by a majority of the Board of Directors, a quorum shall be required for any meeting of the Board of Directors, such quorum consisting of a majority of all Directors and no less than five (5) Directors entitled to vote at such meeting. Directors participating in the meeting electronically, shall not be counted towards the quorum requirement, but such Directors may vote, if otherwise entitled to vote.

The Board of Directors shall call a special general meeting of the Association on written request of three (3) Full Members, upon no less than fourteen (14) calendar days notice to all Members.

18. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such; provided that a Director may be paid reasonable auditable out-of-pocket expenses incurred by such Director in the performance of such Director's duties provided such expenses have been pre-approved by the President. Nothing herein contained shall be construed as to preclude any Director from serving the Association as an officer or in any other capacity and receiving compensation therefore.

19. The Board of Directors may, by majority vote, appoint such agents and hire such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by a majority vote of the Board of Directors.

20. Remuneration for all officers, agents, employees and committee members shall be fixed by a majority vote of the Board of Directors.

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INDEMNITIES TO DIRECTORS AND OTHERS

21. Every Director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against:
a. all costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings that is brought, commenced or prosecuted against such Director, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of such Director's office or in respect of any such liability;

b. all other costs, charges and expenses which such Director sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such Director's own willful neglect, misconduct, or default.

c. The indemnified Director must give the Association prompt notice of any such action, suit or proceeding and the Association at its option shall have the right to assume such defense.

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POWERS OF DIRECTORS

22. The Directors of the Association conducting business according to the quorum and voting requirements of this document, may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such others acts and things as the Association is by its charter or otherwise authorized to exercise and do.

23. The Directors conducting business according to the quorum and voting requirements of this document, shall have power to authorize expenditures on behalf of the Association from time to time and may delegate by a majority vote of the Board of Directors to an officer or officers of the Association the right to employ and pay salaries to employees. The Directors, by a majority vote, shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the Association in accordance with such terms as the Board of Directors, by majority vote, may prescribe.

24. The Board of Directors, by majority vote, shall take such steps as they may deem necessary to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donation of any kind whatsoever for the purpose of furthering the objectives of the Association.

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EXECUTION OF DOCUMENTS

25. Contracts, documents or any and all instruments in writing requiring the signature of the Association and which legally binds or creates a financial commitment, shall be approved by a majority vote of the Board of Directors and signed by two (2) members of the Executive Committee, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors shall have power, by a majority vote, to appoint another officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by majority vote of the Board of Directors.

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COMMITTEES

26. The mandate of the Standing Committees is to study and actively seek solutions to international questions affecting broadcasting in their respective areas of expertise and any other duty as may be prescribed by a majority vote of the Board of Directors.

The Board of Directors, by a majority vote, at the annual meeting may create or dissolve any Standing Committees as required by the activities of the Association.

Each Full and Associate Member is entitled to one (1) representative having one (1) vote on each Committee and will also be permitted to designate additional, non-voting representatives from their organizations to attend Committee meetings.

Affiliate Members may attend the Committees set forth in this paragraph 26, but only upon invitation from the Chair of the Committee. Affiliate Members shall have no voting rights in the Committees.

The Secretariat will keep up-to-date record of the Memberships of each Committee and distribute such to each Committee on a regular basis.

Any member of a Committee may be required to resign by a resolution passed by 75% of the Board of Directors.

The members of each Committee shall elect from among their membership, prior to the end of even-numbered years, the Committee Chair and one or more Vice Chairs who must be representing a Full Member unless otherwise authorized by majority vote of the Board of Directors, for a two (2) year term of office commencing after the Annual Meeting in odd-numbered years. Committee Chairs may serve for two consecutive full terms unless a majority of the Board of Directors approves the re-election of the Chair for additional consecutive terms.

Each Committee by majority vote of those entitled to vote, may create one (1) or more Sub-Committees as required to execute the work of the Committee.

All Committees report to the Board of Directors.

27. Meetings of Committees or Sub-Committees shall be held at any time or place as determined by the Committee or Sub-Committee Chair provided that there be given to each member fourteen (14) calendar days' notice of such meeting. Meetings of Committees or Sub-Committees may be called by any three (3) members of such Committee or Sub-Committee provided that there be given to each member fourteen (14) calendar days' notice of such meeting. Notice of meetings of less than fourteen (14) days may be accepted upon approval by the Chair and Vice Chair of the Committee or Sub-Committee. No error or omission in giving notice of any meeting of the Committee or Sub-Committee or an adjourned meeting of the Committee or Sub-Committee shall invalidate such meeting or make void any proceeding taken thereat so long as the members, by majority vote of those entitled to vote validate such meeting. Any member may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or thereat. Documents will be made available to members of the Committees or Sub-Committees a minimum of five (5) business days before a Committee or Sub-Committee meeting. Late Documents may be accepted upon majority approval at the Committee or Sub-Committee meeting.

Each standing Committee and Sub-Committee may meet to conduct business by teleconferencing or other electronic means, if all members of such Committee or Sub-Committee agree.

A resolution in writing, signed by all the member representatives entitled to vote on that resolution at a standing Committee or Sub-Committee meeting is as valid as if it had been passed at a meeting of the standing Committee or Sub-Committee.

A quorum shall be required for any standing Committee or Sub-Committee meeting, such quorum consisting of a majority of all members entitled to vote at such standing Committee or Sub-Committee. For purposes of Committee or Sub-Committee meetings, members of the Committee or Sub-Committee participating in the meeting electronically, shall be counted towards the quorum requirement and may vote, if otherwise entitled to vote.

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DIRECTOR-GENERAL

28. Upon direction of the President, the Director-General shall administer and coordinate the activities of the Association and shall implement the decisions of the Board of Directors.

The Director-General shall ensure the necessary books and records are regularly and accurately kept. The Director-General shall report regularly to the President and the Finance Committee, at each Board of Directors meeting, and as otherwise requested.

The Director-General shall have custody of the corporate seal.

The Director-General's office shall ensure continuity in the Association’s day-to-day business. It shall provide support to the President in his duties, assist the Chairs and members of Committees in the coordination of their work and provide service to the Board of Directors and to the membership of the Association in general.

The Secretariat organizes and coordinates meetings of the Board of Directors, General Membership, Committees and Sub-Committees and normally shall be represented at these meetings.

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ANNUAL MEETING

29. An annual meeting of the members of the Association shall be held at any venue as the Board of Directors may determine by majority vote and on such day as the said Board of Directors by majority vote shall appoint.

The annual meeting shall be held upon no less than thirty (30) calendar day’s written notice or upon no less than forty (40) days notice if sent by mail.

30. At each annual meeting, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. In addition, the Association's activities and expenditures of the preceding year will be reviewed and the future year's activities and expenditures will be considered. The Association may consider and transact any general or special business at any meeting of the Association.

The Full Members shall elect Directors for the next calendar year.

31. No error or omission in giving notice of any annual meeting or any adjourned meeting of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat so long as the Full Members, by majority vote of the Board of Directors, validate such meeting, and any Full Member may at the time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be its last address recorded on the books of the Association.

32. A majority of votes will be required for a decision to be made at any meeting where special business will be transacted and should contain sufficient information to permit the members entitled to vote to form a reasoned judgment on the decision to be taken. A minimum of 5 members will constitute a quorum.

33. Each Full Member shall have the right to exercise one (1) vote at any meeting of the members of the Association. Associate Members shall have no votes except as specified in paragraph 26. Affiliate Members may attend but not vote at the annual meeting.

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UNSCHEDULED MEETING

34. Any three (3) Full Members can call an unscheduled meeting of the Board of Directors.

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MINUTES OF MEETINGS

35. The draft minutes of meetings of the Board of Directors shall be distributed to all members of the Board of Directors. The minutes of meetings of the General Membership Meeting and meetings of Committees and Sub-Committees shall be available to the Board of Directors, other Full and Associate Member representatives and such Affiliate Members who were in attendance at these meetings.

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VOTING OF MEMBERS

36. At all meetings of members of the Association, meetings of the Board of Directors, meetings of all Committees and Sub-Committees, every question shall be determined by a vote of at least a simple majority of all the members entitled to vote except for matters of policy, as defined in Paragraph 37, finance and resignation where the consensus of the full voting members is required, unless otherwise provided for in the law or the by-laws. Notwithstanding the foregoing, where the Board of Directors is unable to reach consensus on matters of policy, finance and resignation, such matters shall be decided by a 75% vote of the Board of Directors. Upon request, minority views will be formally expressed in any public statement(s) issued by the Association and in the minutes of the Board of Directors meetings.

37. Policy issues include membership in all North American organizations, international organizations, and establishment of new Standing Committees, new or modified NABA officer positions. Issues of NABA attendance at NABA approved national and international meetings and the appointment of NABA officers in national and international organizations are not considered policy issues and require only the approval of a simple majority of the Board of Directors. However, official positions formally presented at these meetings on behalf of NABA are policy decisions.

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FINANCIAL YEAR/DUES

38. Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall be the calendar year.

Each Full, Associate and Affiliate Member shall pay annual dues on or before April 30th of each year. The Board of Directors sets the amount of annual dues for Full, Associate and Affiliate Members prospectively for each year at the annual meeting.

Extraordinary expenses of the Association, approved by a vote of at least 75% of the Board of Directors, are assessed equally among the Full Members.

Each newly admitted Full Member, upon admission, in addition to the entrance fee, shall pay full dues and assessments for the year of its admission unless it be admitted during July or later, in which case it pays one-half (1/2) of full dues and assessments. Each newly admitted Associate and Affiliate Member, upon admission, shall pay the dues and assessments for the year of its admission unless it be admitted during July or later in which case one-half (1/2) of the fee for the current year is required.

The dues and assessments are paid to the Association's account to be kept as directed by the Board of Directors. The dues and assessments are used to defray expenses of the Association and the direct expenses of the Secretariat in carrying out duties on behalf of the Association approved by the Board of Directors.

Each member pays its own expenses occasioned by the work of its representatives on behalf of the Association.

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AMENDMENT OF BY-LAWS

39. The by-laws of the Association not embodied in the letters patent may be repealed or amended by-law enacted by a vote of at least 75% of the members of the Board of Directors duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-law shall not be enforced or acted upon until the approval of Industry Canada has been obtained.

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AUDITORS

40. The Full and Associate Members at each annual meeting, shall appoint an auditor to audit the accounts of the Association for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the Board of Directors may fill any actual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors by majority vote.

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BOOKS AND RECORDS

41. The Board of Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and accurately kept.

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RULES AND REGULATIONS

42. The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient and necessary.

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INTERPRETATION

43. In all by-laws, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and reference to persons shall include firms and corporations.

NABA does not engage in activities which would violate anti-trust or competition laws in Canada, the United States or Mexico and from time to time consults with outside counsel to ensure compliance with applicable laws and regulations.

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