American television directory (1946)

Record Details:

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elected shall be a resident of the State of New York and a Citizen of the United States. The directors to be chosen for the ensuing year shall be chosen at the an¬ nual meeting of this organization in the same manner and style as the of¬ ficers of this organization and they shall serve for a term of one year. The Board of Directors shall have the control and management of the af¬ fairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. A majority of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held as frequently as required. Each director shall have one vote and such voting may not be done by proxy. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Vacancies in the said Board of Directors shall be filled by a vote of the majority of the remain¬ ing members of the Board of Directors for the balance of the year. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A direc¬ tor may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organiza¬ tion, for this hearing. The Board of Directors may elect from its members a Chairman of the Board of Directors. At no time shall a majority of the Board of Directors be employed in the same phase of television and no more than two members of the Board of Di¬ rectors shall be employed by the same company, firm, corporation, or subsid¬ iary. Article Eight: Officers The officers of the organization shall be as follows: President, Vice Presi¬ dent, Secretary, and Treasurer. The President shall preside at all membership meetings. He shall present at each annual meet¬ ing of the organization an annual re¬ port on the work of the organization. He shall appoint all committees, tem¬ porary or permanent. He shall see that all books, reports and certificates as required by law are properly kept or filed. He may be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may reasonably be construed as belonging to the chief executive of any organiza¬ tion. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers, as if he had been the duly elected president. The Secretary shall keep the minutes and records of the organization in ap¬ propriate books. It shall be his duty to file any certificate required by any stat¬ ute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organiza¬ tion. He may be one of the officers re¬ quired to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication ad¬ dressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Sec¬ retary. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely re¬ sponsible for such monies or securities of the organization. He shall cause to be deposited in a regular business bank or trust company a sum not exceeding $1,000.00 and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a savings bank in the State of New York. He must be one of the officers who shall sign checks or drafts of the or¬ ganization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meetings. He shall exercise all duties incident to the office of Treasurer. No officer shall for reason of his of¬ fice be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensa¬ tion from the organization for duties other than as a director or officer. Article Nine: Salaries The Board of Directors shall hire and fix the compensation of any and all employees which it in its discretion may determine to be necessary in the con¬ duct of the business of the organization. “The time is here to put out less talk about color, or stratovision, or coaxial cable, or high definition, and still higher definition. The time is here to put out programs which can compete with what John Q. Public now gets for nothing on the radio or for a few cents per hour at the movies.” — Ralph Austrian, Vice President, RKO Television Corp. Article Ten: Committees All committees of this organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors. The permanent committees shall be such as may be determined upon by the Board of Directors. Article Eleven: Elections The fiscal year of the herein mem¬ bership corporation shall begin on June 1st of each year, and the first regular meeting in May of each year, which shall be held the second Thursday of said month, shall be the annual meet¬ ing of the herein membership corpora¬ tion; if for some reason the meeting cannot be held on that day, then and in that event it shall be held not more than two weeks from the date fixed by these By-Laws. The annual meeting shall be devoted to elections and such other business as may come before the meeting. Before the first meeting in March of each year, the President shall appoint a Nominating Committee of seven members, three of whom shall be chosen from the Board of Directors and the other four from the membership at large. This Nominating Committee shall prepare and present to the membership, at least five days before the first meet¬ ing in April, a suggested slate of of¬ ficers and directors to be elected for the next fiscal year. The candidates for officers and direc¬ tors presented by the Nominating Com¬ mittee shall automatically be put in nomination at the first meeting of the membership corporation in April. In addition to those nominated by the Nominating Committee, any other vot¬ ing member of the herein membership corporation may be placed in nomina¬ tion, at the first meeting in April, providing such nomination is made in writing and is signed by at least ten of the voting members in good standing of the herein membership corporation. At the election meeting the members of the Board of Directors and officers shall be elected by written ballot and a plurality vote of the members present at the said election meeting shall con¬ stitute an election. Article Twelve: Amendments These By-Laws may be amended by the affirmative vote of two-thirds of the members present at any regular or special meeting, but not less than a majority of the entire herein member¬ ship corporation, provided that notice of such meeting and the purpose there¬ of have been duly given to the mem¬ bership in writing at least ten days prior to the meeting. Article Thirteen: Chapters The herein membership corporation may authorize local chapters to be formed in cities other than New York City, upon such terms and conditions as the Board of Directors may deter¬ mine. 78