ARTICLE I

NAME

The name of this association shall be the NEVADA STATE CABLE TELECOMMUNICATIONS ASSOCIATION POLITICAL ACTION COMMITTEE (hereinafter referred to as the "Committee").

ARTICLE II

PRINCIPAL OFFICE AND ADDRESS

The principal office of the Committee shall be located in Carson City, Nevada.

ARTICLE III

ORGANIZATION

The Committee shall be a voluntary, nonprofit, unincorporated association operating as a separate, segregated fund of the Nevada State Cable Telecommunications Association, a nonprofit corporation.

ARTICLE IV

PURPOSES AND POWERS

Section 1. The purpose of the Committee is to provide the opportunity for individuals interested in the future of the cable telecommunications industry to contribute to the support of worthy candidates for Nevada Federal, State or Local office who believe, and have demonstrated their beliefs in, the principles to which the industry is dedicated. To further these purposes, the Committee is empowered to solicit, directly or indirectly, and accept, voluntary personal contributions, and to make expenditures in connection with the attempt to influence the selection, nomination, or election of any individual to any Federal, State or Local office.

Section 2. The Committee, and its officer and subcommittees, shall possess and may exercise all powers and privileges set forth in these Articles or incidental thereto, together with all powers and privileges necessary or convenient to the conduct, promotion, or attainment of the purposes of the Committee or these Articles.

ARTICLE V

PARTICIPATION

All U.S. citizens are eligible to contribute to the Committee and the Committee is authorized to solicit and accept contributions from any person from whom contributions may be lawfully solicited.

ARTICLE VI

CONTRIBUTIONS

Section 1. All contributions to the Committee shall be voluntary, and no contribution to the Committee shall be solicited or secured by physical force, job discrimination, or financial reprisal, or threat thereof, or as a condition of employment.

Section 2. Basic policies with respect to the expenditure or distribution of all contributions to the Committee shall be within the sole discretion of the Trustees of the Committee.

Section 3. No contribution shall be accepted, and no expenditure shall be made, by or on behalf of the Committee, without approval of 50% plus 1 of the trustees.

ARTICLE VII

SEPARATE SEGREGATED FUND

All contributions to the Committee shall be maintained by the Committee as a separate segregated fund in one or more designated campaign depositories, and all expenditures by the Committee in support of any candidate or political committee shall be made from that fund and no other source.

ARTICLE VIII

TRUSTEES

The governing body of the Committee shall be a Board of Trustees, composed of five (5) members selected by the Board of Directors of the Nevada State Cable Telecommunications Association.

The Trustees are empowered to set basic policies with respect to expenditures to be made by the Committee, and to direct disbursements to specific candidates. The Trustees shall determine the procedures for collection and distribution of funds to the candidates and political committees that the Committee shall support and the amount of all expenditures and disbursements by the Committee.

ARTICLE IX

OFFICERS

Section 1. The officers of the Committee shall be the Chairman and Treasurer.

Section 2. The Chairman and Treasurer of the Committee shall be elected annually from among their members by the Board of Trustees. The dates of elections and the procedures governing them may be determined by the Trustees.

Section 3. Subject to the determinations of the Board of Trustees, the Chairman shall administer and have general and active management and supervision of all the affairs of the Committee. The Chairman shall preside at all Committee meetings and meetings of the Board.

Section 4. The Treasurer shall be the chief financial officer of the Committee, shall keep the financial and other records of the Committee, shall comply with all applicable requirements required by law, and shall perform such other duties as may be assigned to him by the Chairman or the Board of Trustees.

Section 5. The Trustees may appoint a Vice Chairman and Assistant Treasurer to succeed to the offices of Chairman and Treasurer in the event of a vacancy in either of those offices. Should a vacancy occur in the office of Chairman or Treasurer, the Trustees shall immediately elect a successor to serve until the next regular annual election of officers.

ARTICLE X

REMOVAL

A Trustee may be removed by unanimous vote of the other Trustees or by the Board of Directors of the Nevada State Cable Telecommunications Association.

ARTICLE XI

ADOPTION, AMENDMENTS AND BY-LAWS

Section 1. These Articles shall be adopted effective upon approval by the Board of Directors of the Nevada State Cable Telecommunications Association.

Section 2. These Articles may be amended from time to time by the majority vote of the Trustees.

ARTICLE XII

DISSOLUTION

The Committee may be dissolved at any time by the majority vote of the Board of Directors of the NSCTA. In the event of such dissolution, all funds contained in the Committee’s campaign depository shall be distributed in a manner appropriate to existing state law.