Article 2 - Membership Qualifications and Obligations

(1) Business Publication Publishers - Any individual or entity that publishes a business publication shall be eligible for membership.

To qualify for regular membership:

(a) Publications reporting on the Paid Circulation Form shall have 70 percent or more of the total circulation qualify as paid circulation.

(b) Publications reporting on the Paid and Qualified Non-Paid Circulation Form shall not be required to have a minimum amount of paid and/or non-paid direct request circulation. The provisions of Bylaw 2.13 Provisional Membership do not apply to publications reporting on this form.

(2) Farm Publication Publishers — Any individual or entity that publishes a farm publication shall be eligible for membership. The provisions of Bylaw 2.13 Provisional Membership do not apply.

(3) Magazine Publishers — Any individual or entity that publishes a magazine shall be eligible for membership. The Bureau shall determine the manner and form in which magazine publishers shall report and analyze their circulation.

The provisions of Bylaw 2.13 Provisional Membership do not apply.

(4) Newspaper Publishers — Any individual or entity that publishes a newspaper with paid circulation as defined by these bylaws shall be eligible for membership.

A newspaper that meets the requirements of Bylaw 2.13 may be a provisional member.

(e) Transfer of membership: Membership shall be nontransferable.

(f) Revision of membership eligibility requirements:

(1) Membership eligibility requirements may be determined only by the Board of Directors.

(2) Prior to any revision of the membership eligibility requirements of a publisher division, the Board of Directors shall submit the proposed revision in writing to the members of the division affected for an advisory vote by mail ballot or at an annual divisional meeting.

(3) If an advisory vote by mail ballot does not favor the proposed revision, the proposed revision will be scheduled for discussion at the next annual meeting of the division affected.

A newspaper, selling national advertising or subscriptions in forced combination with another newspaper or newspapers in the same city of publication or city zone, shall not be admitted to or continued in membership in the Bureau unless a membership is taken out and maintained for each of said newspapers regardless of frequency of publication.

2.4 Periodicals Selling Advertising as a Unit

When all advertising in two or more periodicals owned by the same person or entity is sold as a unit, such periodicals may be admitted under one membership. When all advertising in two or more periodicals owned by different persons or entities is sold as a unit separate memberships will be required. In the case of separate memberships, each of said members shall be jointly and severally liable to discharge the combined obligations incident to the membership of each of them in the Bureau. In both cases a combined Publisher's Statement and a combined Audit Report shall be issued and the dues shall be computed upon the combined distribution.

2.5 Member Representative, Proxy Execution

(a) Any individual or entity admitted to membership in the Bureau shall, at the time of admission, designate in writing and file with the Bureau on forms to be furnished by the Bureau the name of a member representative, who shall, at the time of appointment and so long as being the member representative, is employed by, and actively engaged in the operation of the member. The member representative shall be authorized and empowered to act in all dealings with the Bureau as well as to vote membership at all annual or special meetings of the Bureau. A member may change the member representative at any time by filing with the Bureau a certificate canceling the authority of such member representative, and designating some other person to act as member representative.

(b) Nothing contained in this bylaw shall be considered to limit the right of a member to execute a proxy to any person other than the member representative to vote at any meeting of the Bureau, but in the absence of such proxy such member representative shall be deemed to have full voting rights.

2.6 Application for Membership-All

Application for membership shall be made on forms provided by the Bureau and all applicants shall therein agree to abide by the published bylaws, rules, policies and practices of the Bureau and all amendments and additions that may in due form be made thereto. An affirmative vote of at least a majority of all members of the Board of Directors shall be required to elect an applicant to membership. This vote may be taken by mail ballot or at any regular or special meeting of the Board of Directors.

2.7 Application for Publisher Membership

(a) Each applicant for publisher membership shall, with the application, deposit with the Bureau a sum of money equivalent to the estimated cost of the initial audit. The estimated cost shall be determined by the managing director. Within a reasonable time, the managing director shall present the application to the board for election and shall cause a preliminary examination of the books and records of the applicant to be made. After election, the release of an initial audit shall constitute qualification and acceptance of membership of the applicant. A publication applicant, upon acknowledgment by ABC of the receipt of both the application and the initial audit deposit, may publicize the fact of application only. If, within one year from date of application an initial audit has not been completed and released, the managing director may cancel the application, and communicate the cancellation to ABC's membership.

(b) The cost of preliminary examinations shall be included in the cost of the initial audit.

(c) If books and records are inadequate at time of the preliminary examination, the applicant shall agree to immediately install and maintain records adequate in accordance with the Bureau's requirements. If the applicant refuses to make such agreement or the agreement has not been carried out at the time of the next attempt at audit, the application shall be rejected and deposit made with the application shall be forfeited.

2.8 Publisher Duty to Install and Maintain Records

(Also see Rule C 5.21 Hawker (Street) Sales.)

It shall be the duty of each publisher member to install, maintain and make available to the Bureau auditors at all times, true and correct records of circulation and other data, capable of being audited in accordance with the established auditing practices of the Bureau.

Publisher members may sell copies in quantities through agents, distributors and wholesalers, independent contractors or other third-parties, however, the publisher shall remain responsible for the accuracy, completeness and accessibility of the records maintained by such organizations as though the records were maintained by the publisher.

Circulation data reported in Publisher's Statements that cannot be substantiated because of the absence or unavailability of adequate records shall be subject to deduction in the Audit Report.

2.9 Transfer Between Divisions

(a) Any member publication seeking transfer to another publisher division shall submit a written request for transfer to the managing director.

The request shall include special reasons for the transfer, such as (but not limited to): change of format; change of nature of type of publication; change in editorial or advertising policy.

(b) The request shall be presented to the Board of Directors for approval, accompanied by a recommendation of the managing director for such terms and conditions as may be deemed desirable.

2.10 Notice of Changes

Where a change occurs in a publication for which a publisher holds a membership, such as (but without limitation to the following): change of name; change of format; change of the nature or type of publication, and similar changes which result from merger with another publication, acquisition of one or more other publications, being acquired by one or more other publications; or otherwise, the managing director shall be notified thereof in writing by the publisher member. If, after investigation, the managing director determines that the changes are not substantial, it shall be so reported, and Publisher's Statements and Audit Reports of the publication shall continue without interruption or change in the membership. If the managing director determines that the change or changes are substantial, he shall so report to the publisher of the publication involved. Thereupon the procedure for application for membership in Bylaws 2.6 and 2.7 shall be followed. No Publisher's Statements or Audit Reports shall be released; no claim of membership shall be made by the publication, until the release of the initial audit.

2.11 Paid Circulation Defined

A publication with paid circulation is hereby defined to be one of which 70 percent or more of the total distribution during a regular six-month Publisher's Statement period (ended March 31 or September 30 for all newspapers and June 30 or December 31 for all magazines and farm publications published outside of Canada) (ended March 31, June 30, September 30 or December 31 for farm publications published in Canada and all business publications) qualifies as paid circulation under the standards of the Bureau. For newspapers, third party sales are to be excluded from paid circulation for membership eligibility purposes but should be included in the calculation as an element of total distribution. For business publications also see Bylaw 2.2(d)(1)(b).

2.12 Calculating Percentage of Paid Circulation

For purposes of calculating the percentage of paid circulation, checking copies to advertisers and advertising agencies, plus an average of not to exceed 500 copies per issue for promotion copies to advertisers, prospective advertisers and advertising agencies, shall not be included in the total distribution.

2.13 Provisional Membership (Newspapers Only)

No newspaper shall be admitted to or retained in publisher membership in the Bureau unless it has and maintains paid circulation in accordance with the bylaws and rules of the Bureau except as follows:

(a) Any applicant for newspaper membership whose paid circulation is at least 50 percent but less than 70 percent of the total distribution as defined in Bylaw 2.11 may be admitted to provisional membership on the affirmative vote of the Board of Directors. During the period of provisional membership the Publisher's Statements and Audit Reports shall indicate the provisional membership. Such provisional membership shall have all the privileges and obligations of a regular member. Such provisional member must agree, as a condition of admission to provisional membership, that the publication will qualify for regular membership under the definition in Bylaw 2.11 not later than the period covered by the sixth regular six-months' Publisher's Statement filed by the publication following the date of admission to provisional membership, or that in the event the publication does not qualify for regular membership under the definition in Bylaw 2.11 as provided above, the provisional membership in the Audit Bureau of Circulations will thereupon terminate without further action.

(b) Any newspaper that has maintained a paid circulation of 70 percent as defined in Bylaw 2.11 for at least one complete audit period and subsequently drops below 70 percent paid circulation in either a Publisher's Statement or an Audit Report but has at least 50 percent paid circulation, shall immediately upon notification in writing by the managing director, without the requirement of any action by the Board of Directors, cease to be a member and shall become a provisional member as defined in subparagraph (a) of this section. Such provisional member may qualify for regular membership by maintaining 70 percent of its total distribution as paid circulation for a period of not less than three months, but must qualify not later than the sixth regular six-months' Publisher's Statement. If the publication does not so qualify or if the publication drops below 50 percent paid circulation in either a Publisher's Statement or an Audit Report, membership in the Audit Bureau of Circulations, provisional or otherwise, shall thereupon terminate, without further action.

(c) Any of the foregoing provisions of this section to the contrary notwithstanding if a former newspaper member of the Audit Bureau of Circulations reapplies for membership as a publisher member within a three year period after termination of the former membership, such former member shall be required to have a paid circulation as defined in Bylaw 2.11 before being readmitted to membership.

(d) The membership of a publisher member qualifying as an association publication under the rules and standards; or a publisher member which fulfills subscriptions to members of an association, organization or society under the rules and standards, shall be automatically terminated without further action, if full compliance with the applicable rules and standards is not effected on the date of commencement of the second membership year following the period covered by the initial audit.

2.14 Publisher's Statements-Filing and Certification

Publisher members shall file with the Bureau for prompt release by the Bureau true statements of circulation in accordance with the ABC bylaws and rules for semi-annual or such other periods as may be determined by the Bureau.

These statements must be signed by and certified by the senior circulation executive and by the publisher or an individual in executive management (e.g., President, CEO, etc.) as follows, "We certify that to the best of our knowledge all data set forth in this Publisher's Statement are true and report circulation in accordance with Audit Bureau of Circulations Bylaws and Rules." These Publisher's Statements shall be audited by the Bureau in accordance with its rules.

2.15 Access to Records

For the purpose of accomplishing the objects of the Bureau, the Bureau and its subsidiaries shall have the right of access to all books and records of publisher members deemed necessary by the Bureau. This right of access may be exercised at any time not only for the purpose of making an audit but also for the purpose of verifying a detail or details of a Publisher's Statement submitted to the Bureau, whether that Publisher's Statement has been released or not; or for the purpose of investigating the accuracy of an Audit Report already released; or for obtaining information which, in the opinion of the managing director, may be pertinent to a future Publisher's Statement or Audit Report.

Publisher members shall also be responsible for maintaining the Bureau's right of access to records required for the purposes listed above that are maintained by other organizations used by the member to sell and distribute their publications.

All such information so obtained, together with transcripts of any such books and records, work sheets, memoranda, communications to the Bureau and its subsidiaries, and other information in the possession of the Bureau and its subsidiaries pertaining to an Audit Report or Publisher's Statement, shall be confidential and used solely for the above purposes, and shall not be available or used for any other purpose except by authority of the Board of Directors.

2.16 Suspension of Publisher's Statement and Audit Report Service

(a) No Publisher's Statement shall be released nor shall an audit be made when it has been determined by the auditors of the Bureau that the necessary books and records of a publisher member are not accessible to the auditors or are so incomplete or inaccurate that an audit cannot be made in accordance with the established auditing practices of the Bureau.

(b) If, owing to the absence, incompleteness or inaccuracy of publisher's records, an audit cannot be made, or a Publisher's Statement filed, service on the publication shall be suspended and the publisher shall be required to sign an agreement substantially as follows:

Owing to the condition of the circulation records of ..... making an audit (or filing of a Publisher's Statement) for the ..... months ended ..... impossible, we, the undersigned, agree to install and maintain records according to ABC requirement.

We further agree to continue the payment of our dues during the period of suspension of service. It is our understanding that the Bureau will make an audit (provided proper records have been maintained for a period of at least ..... months ended with a calendar quarter) in accordance with an auditor's regular itinerary for the area.

It is understood that, because an audit cannot be made at this time (or records are not available to permit the filing of a Publisher's Statement), all report service will be suspended until the Reinstatement Audit has been made and released. (Signed).........................................Publisher

Should publisher refuse to sign this agreement, the publication shall be subject to such penalty as may be determined by the Board of Directors.

(c) When service on a publication is suspended under the provisions of Paragraph (b) of this section, audit shall be attempted at the earliest date practicable under the terms of the agreement made by the publisher. If, at that time, audit is again impossible, the situation shall be reported to the Board of Directors for such action as the board may deem proper.

2.17 Membership Certificates

The Bureau shall issue a membership certificate to each member. The certificate shall show the date of admission to membership and in case of loss or destruction of such certificate a new certificate may be issued. When a membership is terminated the certificate shall be returned to the Bureau.

2.18 Waiver of Damages and Indemnification

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