FCC Record, Volume 2, No. 13, Pages 3683 to 4000, June 22 - July 2, 1987 Page: 3,769

2 FCC Red Vol. 13

Federal Communications Commission Record

126. Ms. Washington's community activities consist of
the following:
a. President's Committee on Employment of the
Handicapped -
Member, 1969 to present.
b. Strong Foundation -
Member of the Board of
Directors, 1968 to present.
c. Meridian House Foundation -
Member of the
Board of Directors, 1967 to 1979.
d. National Symphony Orchestra -
Director, 1967
to 1978.
e. The John F. Kennedy Center for the Performing
Arts -
Director, 1975 to 1979.
f. Florence Crittenden Home -
1968 to 1973.
g. Administrative Women in Education -
President
and member of Executive Committee, 1962 to
present.
h. Executive Women in Government -
Co-founder
and member of Executive Committee, 1973 to 1980.
(Vernell Ex. 11 at 4-5).
127. Quality Broadcasters of Washington, D.C., Inc.
Quality Broadcasters of Washington, D.C., Inc. (Quality),
an FM only applicant, is a Washington, D.C. corporation
with two classes of stock-series A voting common stock
and series B non-voting common stock. The voting stock
is held by Janet Dewart (250 shares). The non-voting
stock is held by Ernest T. Sanchez and Howard M.
Liberman (250 shares each). The equity interests of all
three are equal. All three are directors of the corporation.
Janet Dewart is President and Treasurer. Ernest T. Sanchez
is Executive Vice-President. Howard M. Liberman is
Secretary (Quality Ex. 1).
128. Ms. Dewart first learned about the potential availability
of the WGMS-FM frequency from Mr. Sanchez in
late 1982 or early 1983. He proposed that they form a
partnership and apply for the construction permit. Prior
to filing the application, Mr. Sanchez also invited Mr.
Liberman to join the group. Ms. Dewart did not know
Mr. Liberman prior to his joining the group (Tr. 738-40).
129. When the application was filed in May 1983, Mr.
Sanchez intended to work full-time at the proposed station.
He and Ms. Dewart were voting shareholders (Tr.
741-743). Mr. Sanchez played a significant role in forming
the applicant. He arranged with CT Corp. Inc. to prepare
the Articles of Incorporation for Quality (Tr. 815) and
provided Ms. Dewart with a copy. She asked him no
questions and made no changes in them (Tr. 818-19). In
addition, Mr. Sanchez along with Ms. Dewart was resposible
for preparing the application for filing (Tr.
1665).
130. The principals of Quality have failed to observe
corporate formalities. The corporation did not adopt bylaws
until shortly before the hearing (Tr. 782, 819). It had
no duly elected officers before that time (Tr. 783, 820).
No stock subscription agreements were signed (Tr. 750).
Minutes of corporate meetings and resolutions have not
been kept (Tr. 744-745, 763-764). Stock certificates were
not issued prior to September 1984 (Tr. 749-750), 758,
766, 788). No stock ledger has been kept (Tr. 754).
131. According to Quality's application, filed on May
12, 1983, Mr. Sanchez would be responsible for implementing
the stations' EEO program. Despite the fact
that Mr. Sanchez subsequently decided that he would not

work full-time at the station and that Quality's application
was amended in other respects at the "B" cut-off to
reflect changes in the structure of the applicant, the EEO
portion of the application was not changed. In her testimony,
Ms. Dewart could not explain why the application
had not been amended in this regard (Tr. 800-02).
132. Under the first amended Articles of Incorporation,
as understood by Ms. Dewart, Class B shareholders by
virtue of their rights as shareholders and directors can
vote on every question coming before the corporation
except on the election of directors and issuance of Class A
stock (Tr. 773-74). Moreover, on matters coming before
the Board of Directors each director has one vote. A
majority of the directors present and voting control the
outcome of any question on which the directors vote (Tr.
821-22).
133. Ms. Dewart testified that as General Partner, she is
the sole person entitled to sign contracts on behalf of the
corporation (Tr. 780-82). This understanding is contrary
to the plain meaning of the By-laws of the corporation,
not adopted until September 1985. According to the Bylaws,
the President, Ms. Dewart, may sign contracts and
make other binding commitments on behalf of the corporation
only with the concurrence of the Secretary or
any other proper officer of the corporation (Tr. 784-85).
Thus, Ms. Dewart does not, under the By-laws, have
authority to enter into contracts on behalf of the corporation
without approval of one of the Class B shareholders
(Tr. 785-86).
134. The costs of prosecuting Quality's application are
being shared equally by its three shareholders (Tr. 804).
135. Quality's post-B cut-off amendments dated June
12, 1984, August 9, 1984 and March 29, 1985 were signed
only by Mr. Sanchez (Vernell Exs. 12, 13 and 14). Ms.
Dewart does not recall whether she saw these amendments
before they were filed (Tr. 811-12) and does not
know why she did not sign the amendments (Tr. 813). In
each case, after informing Ms. Dewart of the need for the
amendment, Mr. Sanchez worked directly with counsel to
prepare and file the amendment (Tr. 812-13).
136. There are no corporate documents that would
prohibit any of Quality's non-voting stockholders from
assuming a management level position at the proposed
station; from working at the proposed station at any
capacity; from having a consultant agreement with the
proposed station; or from lending money to the corporation
and taking back a security interest in the corporations'
stock or assests (Tr. 820-21; 863-64).
137. Quality has no ownership interest in any other
medium of mass communication (Quality Ex. 3 at 1).
138. Janet Dewart is a Black female who has been a
resident of Washington, D.C. for seventeen years. If Quality's
application is granted, Ms. Dewart will be employed
full-time (at least 40 hours per week) as the station's
General Manager (Quality Ex. 2, p. 1).
139. From 1983 until 1985 Ms. Dewart served as Chairwoman
of the District of Columbia Commission for
Women. She is a member of the Board of Directors and
Executive Committee of the Washington Urban League.
She is a member of the Board of Directors of the Friends
of the National Zoo. She is a member of the Women in
Business Advisory Committee for the Council of the
District of Columbia. She is also a member of the Executive
Committee of the Adams-Morgan Organization
(Quality Ex. 2, pp. 1-2).