National Association of Broadcasters

“At the first regular meeting of The Board of Directors following each Annual Convention, The Board appoints an Executive Committee, which is composed of: the Chairman of The Board; the Chairman and the First and Second Vice Chairmen of the Radio Board; the Chairman and the first and Second Vice Chairmen of the Television Board; a television network representative; a major group radio representative; and the President; additionally, there are nonvoting members as determined by The Board. No more than one person of each member station or group of stations may serve on the Executive Committee simultaneously. The Executive Committee shall be empowered to act for The Board of Directors between meetings of The Board. Expenditures on any item or issue, not contained in the approved budget for the current fiscal year, shall not exceed, without the prior approval of the Board, an amount to be set annually by the Board as part of the regular budgeting process. A report on all actions taken by the Executive Committee is forwarded promptly to all members of The Board.”

“Nab is a membership organization for the broadcasting industry. There are two classes of members: active (radio and tv) and associate.”

“Nab has a radio board and television board. The radio board may have no more than 35 members, ten of whom are appointed by the board and the remainder of whom are elected from each radio district by ballot. The television board may have no more than 26 members: six seats are appointed by the executive committee, two are appointed by the television board, and the remainder are elected by the membership.”

“The 990 is prepared and reviewed by the office of the controller and reviewed by the chief financial officer and audit committee. The form 990 is also made available to the board prior to filing.”

“Annually, nab staff review and sign a conflict of interest/business ethics policy that provides guidance on avoiding conflicts of interest and undue influence, as well as spelling out limitations on the acceptance of gifts. Corporate counsel provides quarterly reports to the chief operating officer on any known conflicts of interest, and also addresses staff inquiries regarding conflicts of interest. Any conflicts not resolved are brought to the attention of the audit committee and/or executive committee.”

“The ceo's compensation is determined by the compensation committee after a review of the ceo's activities and accomplishments for the year. There is discussion and deliberation, and the parties are provided with comparable data, as available. The determination is provided to the cfo for implementation.”

“Nab does not make its governing documents, policies, and financial statements available to the public except at its discretion on a case by case basis.”

“Nab made a $4,000,000 loan to a member organization, nextradio llc (nextradio) during the year ended march 31, 2017. The loan matures in december 2021 and currently bears a simple interest rate of 4%. The interest rate may be modified slightly each december, based on an analysis of nab's target rate of return as determined by investement performance. The minimum annual interest rate is 2% and the maximum is 6%. Beginning in august 2018, nextradio will make quarterly payments to the organization, which at a minimum will be interest currently due, and at a maximum, 5% of net revenue. The loan is unsecured. Collection is fully expected, and accordingly, no allowance has been provided.”

“The audit oversight process has remained unchanged from the prior year.”