4.1 Responsibility, Vacancies

For carrying out the objects of the Bureau, the different classes of voting members will be divided into the following divisions:

Advertiser Division; Advertising Agency Division; Newspaper Publisher Division; Magazine Publisher Division; Farm Publication Publisher Division; and Business Publication Publisher Division.

The Board of Directors shall consist of representatives from each division as follows:

Advertiser & Advertising Agency Divisions: 19 members

• Advertiser Division (U.S. only) — at least eight members.
• Advertising Agency Division (U.S. only) — at least seven members.
  
  There shall be a combined total of sixteen U.S. Advertiser and Advertising Agency member representatives and three Canadian Advertiser and/or Canadian Advertising Agency member representatives on the ABC Board of Directors.

Publisher Divisions: 17 members

• Newspaper Publisher Division — eight members.
• Magazine Publisher Division — five U.S. members.
• Farm Publication Publisher Division — one U.S. member.
• Business Publication Publisher Division — two U.S. members.
• Magazine Publisher Division, Farm Publication Publisher Division, and Business Publication Publisher Division, jointly — one member identified as the Canadian Periodical Publisher Director (who shall be a Canadian member of one of these three divisions).

For the purpose of choosing the eight newspaper directors to the Board of Directors, the following classes of newspaper membership shall exist:

Class 1 — Daily Newspapers published in Canada.

Class 2 — Daily Newspapers at-large published in the U.S.

Class 3 — Daily Newspapers at-large published in the U.S.

Class 4 — Daily Newspapers having 250,000 or more net paid circulation published in the U.S.

Class 5 — Daily Newspapers having from 100,000 to 250,000 net paid circulation published in the U.S.

Class 6 — Daily Newspapers having from 25,000 to 100,000 net paid circulation published in the U.S.

Class 7 — Daily Newspapers having less than 25,000 net paid circulation published in the U.S.

Class 8 — All Weekly Newspapers (newspapers published less than four times a week).

(a) Nominations Generally. At or prior to the annual meeting, the members shall meet, and voting members shall nominate and elect candidates to succeed the directors described in Bylaw 4.2 whose respective terms will expire.

4.4 Powers

(a) When and as a special investigation of the circulation covered by a Publisher's Statement or an Audit Report is requested by a member or when the managing director is of the opinion that a special investigation of the circulation covered by a Publisher's Statement or Audit Report is advisable or necessary, then and in either of such events it shall be the duty of the managing director to advise the chair of the board that such request has been made or that such special investigation is advisable or necessary. The chair of the board shall forthwith appoint a committee to be designated as a special investigation committee consisting of three members. The chair of the committee shall be a member of the Board of Directors and the other two may be selected from either the Board of Directors or from the membership outside the Board of Directors. It shall be the duty of such committee to consult with and advise the managing director as to whether or not in any particular case a special investigation shall be made and to fix and determine the terms and conditions under which it shall be made.

(b) Each publication which requests an investigation shall make an advance deposit against the cost of the special investigation, in the amount determined by the special investigation committee.

(c) The direct and indirect costs of the special investigation shall be allocated as follows:

(1) If the deductions made are less than 1% of the publication(s) on which the investigation is being requested, the publication(s) that requested the investigation shall bear the entire cost.

(2) If the deductions made are more than 1% but less than 3% on this publication(s) on which the investigation is being requested, the publication(s) that requested the investigation shall bear 50% of the audit cost of the other publication(s) plus the entire cost of their own audit.

(3) If the deductions made are 3% or more on the publication(s) on which the investigation is being requested and 3% or more on the publication(s) that made the request, each publication will be charged for the audit hours required on the investigation of their respective publication(s).

(4) If the deductions made are 3% or more on the publication(s) on which the investigation is being requested and less than 1% on the publication(s) that made the request, the publication(s) on which the investigation was first requested shall bear the entire cost.

(5) If the deductions made are 3% or more on the publication(s) on which the investigation is being requested and between 1% and 3% on the publication(s) that made the request, the publication(s) on which the investigation was first requested shall bear 50% of the audit cost of the other publication(s) plus the entire cost of their own audit.

4.8 Indemnification

(a) The Bureau shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Bureau) by reason of the fact that such person is or was a director, officer, employee or agent of the Bureau, or who is or was serving at the request of the Bureau as a director, officer, employee or agent of another Bureau, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Bureau, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe the subject conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which reasonably believed to be in or not opposed to the best interests of the Bureau, and with respect to any criminal action or proceeding, had reasonable cause to believe that the subject conduct was unlawful.

(b) The Bureau shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Bureau to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Bureau, or is or was serving at the request of the Bureau as a director, officer, employee or agent of another Bureau, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Bureau, and except that no indemnification shall be made with respect to any claim, issue or matter as to which such person has been adjudged to have been liable for negligence or misconduct in the performance of duty to the Bureau, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

(c) To the extent that a director, officer, employee or agent of the Bureau has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Bylaw 4.8(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

(d) Any indemnification under Bylaw 4.8(a) and (b) (unless ordered by a court) shall be made by the Bureau only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Bylaw 4.8(a) and (b). Such determination shall be made: a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or; b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Bureau in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Bureau as authorized by this Bylaw 4.8. Such expenses (including attorney's fees) incurred by former directors and officers or other employees and agents may be so paid on such terms and conditions, if any, that the Board of Directors deems appropriate.

(f) The indemnification and advancement of expenses provided by or granted under the other sections of this Bylaw 4.8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g) The Bureau shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Bureau, or who is or was serving at the request of the Bureau as a director, officer, employee or agent of another Bureau, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred in any such capacity, or arising out of such person's status as such, whether or not the Bureau would have the power to indemnify against such liability under the provisions of this Bylaw 4.8.

(h) If the Bureau has paid indemnity or has advanced expenses to a director, officer, employee or agent, the Bureau shall report the indemnification or advance in writing to the Board of Directors with or before the notice of the next Board of Directors' meeting.