Article I

Name and Location

Section 1: Name

The name of this organization is the NEVADA STATE CABLE (TELEVISION) TELECOMMUNICATIONS ASSOCIATION, hereinafter referred to as the "Association."

Section 2: Location

The office of the Association shall be located in Carson City, the State Capitol of Nevada currently P.O. Box 1802. The Association may also have offices at such other places as the Board of Directors may from time to time designate or the business of the Association may require.

Article II

Objects/Purpose

Section 1: Objects

The objects/purpose of this Association are:

• To foster and promote the development of cable television and telecommunications services.
  
  
• To promote cooperation and understanding among its members.
  
  
• To encourage and promote high standards of service and conduct which will be for the best interest of the public and the cable television and telecommunications industry.
  
  
• To protect its members in every lawful manner from unjust attacks and exaction and to advance their mutual interests.
  
  
• To disseminate information and broaden public understanding of the cable television and telecommunications industry’s role in the community as directed by the Board.
  
  
• In general, to carry on any operation or activity in connection with the forgoing objects and purposes and to do any and all things hereinafter set forth to the same extent as natural persons might or could do.
  
  
• To cooperate with any other cable television and telecommunications associations to further the economic and technical development of cable television.
  
  
• Provide a means of raising funds necessary to reach the goals of the Association.

Article III

Membership

Section 1: Membership

The membership of this Association shall consist of ACTIVE, ASSOCIATE and PARTICIPATING members.

Sub-Section A. Active Members

• Active Member of this Association shall be community antenna cable television systems as defined in NRS 711.040 serving communities and areas in the state of Nevada. For the purposes hereof, a cable television system is defined as an individual, firm, group or corporation engaged in the business of providing cable television signals.
  
  
• To qualify as an Active Member, an individual firm, group or corporation must be actively engaged in the operation of a community antenna cable television system as defined in NRS 711.040 within the state of Nevada.

Sub-Section B. Associate Members

An Associate Member shall be any individual, firm, group or corporation engaged in the manufacture or distribution of software, hardware or services used in or by cable television systems. Anyone other than a person, firm or corporation engaged in the operations of a cable television company may apply for associate status.

Sub-Section C. Participating Members

Participating Members shall be individuals whose affiliations do not otherwise qualify them for Active or Associate membership, but who have valid, supportive interest in the grown and development of telecommunications.

Section 2. Privileges of Membership

• Representatives of Active Members shall have all privileges of membership and shall have the right to vote and hold office.
  
  
• Associate Members shall have all privileges of membership, except that they can only hold the office and vote in the election of Associate Directors.
  
  
• Participating Members shall receive NSCTA publications and have the right to attend NSCTA meetings.

Section 3. Obligations of Membership

All members shall be obligated:

• To pay all fees and dues as provided in Article V.
  
  
• To comply with these BYLAW and any rules and regulations of the Association.
  
  
• To comply with the CODE OF ETHICS of this Association.

Section 4. Duration of Membership and Resignation

Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors at their next succeeding meeting. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal. All rights, privileges and interest of a member in or to the Association shall cease on the termination of membership. There will be no refund of dues.

Section 5. Suspension and Expulsion

Any membership may be suspended or terminated for the following reasons:

a. Violation of BYLAWS;

b. Violation of any lawful rule or practice duly adopted by the Association;

c. Failure to pay membership dues; and

d. Any other conduct prejudicial to the interest of the Association.

Membership may be suspended or terminated for cause by a majority vote of the full Board of Directors. For any cause other than nonpayment of dues, a vote for expulsion or suspension shall occur ONLY after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity for defense; and such member, if suspended or expelled, may appeal from the decision of the Board to the Annual Business Meeting of the Association, providing that notice of intent to appeal is provided to the President at least thirty (30) days in advance of the meeting.

Article IV

Election of Members

Section 1: Application

Application for membership in this Association shall be made upon such forms and in such manner as may be prescribed by the Board of Directors.

Section 2: Election to Membership

Election to membership shall be made by an affirmative vote of the majority of the Board of Directors after the applicant has complied with all necessary requirements set forth in these Bylaws and with all membership rules and regulations duly adopted by the Board of Directors.

Section 3: Status

Membership in this Association shall be non-transferable.

Article V

Dues

Section 1: Dues

The dues for each class of membership in this Association shall be set by a majority vote of the Board of Directors.

Article VI

Board of Directors

Section 1: Members of the Board of Directors

The Board of Directors shall consist of eight (8) ACTIVE members and two (2) ASSOCIATE members.

Section 2: Powers of the Board of Directors

Without prejudice to its general powers, the Board of Directors, in addition to the powers by the Bylaws specifically vested in the Board of Directors, shall have the following powers:

a. General supervision over the activities and affairs of the Association;

b. Have charge of funds and property of the Association, and may designate a depository for the Association’s funds and may invest them in such a manner as shall be deemed in the best interests of the Association;

c. To approve the appointments made by the President of all standing committee chairmen and members thereof; and, to review and approve, modify or reject the reports of all such committees;

d. To prescribe the number of members of all standing and special committees and their purpose, powers and responsibilities;

e. To review at the annual membership meeting the purpose, powers, responsibilities, effectiveness and continued need of all standing and special committees;

f. To approve the appointment of all Special Committees;

g. To investigate infractions of these Bylaws and insure strict compliance with them by all members of the Association;

h. To suspend or revoke the membership of any member for breach of any obligation set forth in these Bylaws;

i. To elect applicants into membership in the Association as provided in these Bylaws;

j. To adopt an annual budget and insure that the expenditures of the Association shall be made in accordance with such budget;

k. To establish the dues schedule for each class of membership in the Association;

l. To approve the time and place of all meetings of the Association and the Board of Directors; and,

m. To select the President, Vice President and Secretary/Treasurer from the eight (8) elected Active members of the Board of Directors following the annual election.

Section 3: Quorum

A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the Board one of which shall include the President or Vice President.

Section 4: Regular Meetings

Regular meetings shall be held at such places and at such times as the Board of Directors or the President may from time to time provide. Notice of such meetings shall be given to the members of the Board of Directors at least ten (10) days in advance and shall include information regarding the time, place and subject(s) to be considered.

Section 5: Special Meetings

Special meetings of the Board of Directors may be called by the President or shall be called by the President upon written request of a majority of the members of the Board of Directors. Notice of any special meeting shall be given to each member of the Board of Directors at least two (2) days in advance and shall include information regarding the time, place and subject(s) to be considered.

Article VII

Officers and Directors

Section 1: Officers and Directors

The officers of the Association shall at all times be representatives of Active Members. The Officers shall consist of a PRESIDENT, a VICE PRESIDENT and a SECRETARY/TREASURER. The President, Vice President and Secretary/Treasurer shall be selected by the elected members of the Board of Directors following the annual election.

There shall be five (5) Directors and two (2) Associate Directors.

Section 2: Duties of the President

The President shall be chief officer of the Association. It shall be the duty of the President:

a. To see that the Bylaws and the Rules and Regulations of the Association are adhered to and enforced and to report any infractions thereof to the Board of Directors.

b. To cause meetings to be called as provided in these Bylaws and to preside at all regular and special meetings of the Association and the Board of Directors;

c. To sign all Certificates of Membership and all documents and contracts of material importance to the Association’s business;

d. To appoint all standing committee chairmen and members thereof subject to the approval of the Board of Directors;

e. To appoint all Special Committees subject to the approval of the Board of Directors;

f. To represent the Association at all functions, meetings, or business and social affairs as authorized by the Board of Directors; and,

g. To perform all other duties usually incident to the office or assigned by the Board of Directors.

Section 3: Duties of the Vice President

It shall be the duty of the Vice President:

a. To act in the President’s place and stead for the transaction of business of the Association in the President’s absence, or

b. To assume the duties of the President in the event of a vacancy in the office of President, or the disability of the President, for the remainder of the term, or until a new President shall have been regularly selected by the Board of Directors; and,

c. To perform such other duties as the Board of Directors may impose.

Section 4: Duties of the Secretary/Treasurer

It shall be the duty of the Secretary/Treasurer:

a. To serve as a member of any Budget and/or Finance Committee;

b. To render a full and complete statement of all accounts and financials affairs of the Association to the general membership at the regular general meetings and to the Board of Directors or Executive Committee whenever the members thereof may require it; and,

c. To perform such other duties as the Board of Directors may impose.

Section 5: Duties of Directors

It shall be the duty of the Directors:

a. To assist, as requested, the officers of the Association in carrying out the duties of their respective offices;

b. To site, as voting members on the Board of Directors; and,

c. To perform such other duties as the Board of Directors may impose upon them.

Section 6: Compensation

All officers and staff shall receive such compensation for their services as may be fixed or approved by the Board of Directors.

Section 7: Staff Officer

The administration and management of the Association shall be in a salaried staff head, employed or appointed by, and directly responsible to the Board of Directors, and shall have the title of Executive Director.

Section 8: Dues of the Executive Director

It shall be the duty of the Executive Director, subject to the Board of Directors:

a. To direct/coordinate all functions and activities of the Association;

b. To assist the Board of Directors of the Association;

c. To employ and terminate the employment of members of the staff necessary to carry on the work of the Association;

d. To issue or cause to be issued all notices of the meetings of the Association and the Board of Directors;

e. To keep and maintain or cause to be kept and maintained a record of accurate minutes of the proceedings of all meetings of the Association and the Board of Directors; and,

f. To perform such other duties as may be specified by the Board of Directors.

Article VIII

Election of Officers and Directors

Section 1: Term of Office

The eight (8) Active Directors of the Board of Directors shall be elected by the Active Members at the annual membership meeting for two-year terms with four (4) being elected each year. The two (2) Associate Directors shall be elected by and from the Associate Members at the annual membership meeting for two-year terms with one (1) being elected each year.

The Board of Directors shall select a President, Vice President and Secretary/Treasurer each year following the annual election.

Section 2: Vacancies

Vacancies among the Officers and Directors shall be filled by majority vote of the Board of Directors for the unexpired term, or until the next regular meeting of the members of the Association, whichever occurs first. At said meeting, if one occurs, the members of the Association shall elect a member to serve for the unexpired term.

Section 3: Nominating Committee

The President, with the approval of the Board of Directors, shall appoint a Nominating Committee of at least three (3) in number to nominate candidates for the Board of Directors.

Section 4: Nominations

The nominations for the Office of Board of Directors shall be decided upon by at least a majority of the Committee. Said nominations shall be reported to the annual membership meeting of the Association. Additional candidates for the offices to be filled may be placed in nomination from the floor at the annual membership meeting by those eligible to vote.

Section 5: Proxies

An absent member may authorize a member attending a regular or special meeting to vote on any business coming before the meeting by proxy. Such proxy shall be in writing and signed by the managing officer of the member’s company, MSO or corporation, and shall name the member authorized to vote on its behalf.

Section 6: Election

The members of the Board of Directors shall be elected at the annual membership meeting of the Association. Voting by either voice vote or secret ballot shall be conducted and supervised by the outgoing President.

Section 7: Installation of Newly Elected Members of the Board of Directors

All Members of the Board of Directors shall commence their term immediately following final adjournment of the meeting at which they are elected.

Section 8: Informalities and/or Irregularities

All informalities and/or irregularities in the matter of voting, credentials, and method of ascertaining those present shall be deemed waived if not objection is made at the time of the election in question.

Article X

Membership Meetings

Section 1: Annual Membership Meeting

There shall be an annual membership meeting of the Association. The date of the annual membership meeting shall be set by the President with the approval of the Board of Directors. At the annual membership meeting the election of the Association’s Board of Directors shall be held, any annual reports shall be received and any other business shall be transacted. Notice of such meeting shall be mailed to the last recorded address of each member at least ten (10) days before the time appointed for the meeting.

Section 2: Special Membership Meeting(s)

Special membership meeting(s) of the Association may be called by the President or the Board of Directors; or shall be called by the President upon written request of one-fourth (1/4) of the Active Members of the Association. Notice of any special membership meeting shall be mailed to each member at his last recorded address at least ten (10) days in advance with a statement of the time, place and information as to the subject(s) to be considered.

Section 3: Quorum

A majority of the Active Members of the Association shall constitute a quorum at membership meetings, and, in case there be less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.

Section 4: Proxies

An absent member may authorize a member attending a regular or special meeting to vote on any business coming before the meeting by proxy. Such proxy shall be in writing and signed by the managing officer of the member’s company, MSO or corporation, and shall name the member authorized to vote on its behalf.

Section 5: Voting

Voting by either voice vote or secret ballot shall be conducted and supervised by the outgoing President. All votes shall be cast in person. For the purposes of voting (with the exception of Associate Directors pursuant to Article VIII of these Bylaws) each Active Member of the Association shall have one (1) vote per company, plus one (1) vote for each full increment of 10,000 subscribers with three (3) votes being the maximum number of votes allowed per company. Said votes per subscriber count shall be based upon subscriber counts submitted for computing dues.

Section 6: Informalities and/or Irregularities

All informalities and/or irregularities in calls and notices of meetings, voting eligibility and method of ascertaining those present at any membership meeting shall be deemed waived if no objection is made at the meeting.

Article X

Committees

Section 1: Standing Committees

The President shall appoint annually the following Standing Committees, including the Chairmen and members thereof subject to the approval of the Board of Directors. The President shall make the appointments at the second meeting following the election.

 Section 2: Special Committees

The President may also appoint Special Committees subject to the approval of the Board of Directors.

Section 3: Meetings

Members of the Board of Directors shall have the right to attend any committee meeting.

Section 4: Sunset Clause

At the Annual Meeting of the Board of Directors all standing and special committees shall be reviewed in terms of their purpose, powers, responsibilities, effectiveness and continued need.

Article XI

Fiscal Year

Section 1: Fiscal Year

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

Article XII

Amendments

Section 1: Adoption, Amendment and Repeal

These Bylaws may be amended or repealed, or new Bylaws may be adopted, at any membership meeting of the Association by a resolution adopted by a majority of the Active Members. No notice need be given of any action concerning these Bylaws prior to any such meeting, if the proposed amendment, repeal, or adoption of new Bylaws, is one of necessity arising at such meeting and is in furtherance of the legitimate aims of the Association.

Article XIII

Indemnification

Section 1: Indemnification of Officers and Directors

The Association shall indemnify any director, officer, employee or agent of the association for liability incurred by such person in the exercise of his duties with respect to the association to the extent permitted by Section 78.037 of the Nevada Corporations Code or any successor statute.

Article XIV

Political Action Committee

Section 1

At its discretion, the Board of Directors of the Nevada State Cable (Television) Telecommunications Association may create a Political Action Committee.

 Section 2: Name

The name of this organization shall be the Nevada State Cable (Television) Telecommunications Association Political Action Committee, hereinafter referred to as the "NSCTAPAC."

Section 3: Nature

The NSCTAPAC shall be a "political committee" which intends to qualify as a "multi-candidate committee" under Federal Election and State of Nevada Law applicable to political action committees. It shall be a "political organization" under Federal Tax-Exemption Law. The NSCTAPAC is an unincorporated, non-profit association under the law of the State of Nevada.

Section 4: Affiliation

The NSCTAPAC shall be affiliated with the Nevada State Cable (Television) Telecommunications Association. Neither the NSCTAPAC nor that Association has other affiliates.

Section 5: Officers

The NSCTAPAC shall have a Chairman and a Treasurer. Both Officers are appointed annually by the Board of Directors of the Nevada State Cable (Television) Telecommunications Association from its "active" membership. The officers may serve succeeding terms.

Section 6: Governing Document

The NSCTAPAC shall have its own Bylaws governing document in accordance with the Federal Election and the State of Nevada law.

Article XV

Dissolution

The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to members of the association. On dissolution of the Association, all assets remaining shall be distributed to one or more regularly organized and qualified organizations under the provisions of section 501(C)3 of the Internal Revenue Code and regulations designated by the Board of Directors of this Corporation.