To the Department of Consumer and Regulatory Affairs, District of Columbia:
Each of the undersigned, being a natural person of the age of at least eighteen years and acting as an incorporator for the purpose of organizing a corporation pursuant to the provisions of the District of Columbia Nonprofit Corporation Act, does hereby adopt the following Articles of Incorporation.
FIRST: The name of the corporation is Independent Television Service, Inc.
SECOND: The duration of the corporation is perpetual.
THIRD: The corporation is hereby organized, in accordance with the Public Telecommunications Act of 1988, exclusively for charitable, educational, scientific and literary purposes, as follows:
- (A) To contract with the Corporation for Public Broadcasting pursuant to the Public Telecommunications Act of 1988, on such terms and for such periods as may be mutually agreeable, for the production of public television programs by independent producers and independent production entities.
- (B) To develop and implement policies and practices designed to further the federal public broadcasting policy of encouraging the development of programming that involves creative risks and that addresses the needs of unserved and underserved audiences, particularly children and minorities.
- (C) To commission, acquire, package (in a manner consistent with the antitrust laws of the United States), distribute and promote independently produced television programming, with all funds provided to the corporation by the Corporation for Public Broadcasting to be used exclusively to expand the diversity and innovativeness of programming available to public broadcasting.
- (D) To support programs that do not duplicate programming already available on public broadcasting or other telecommunications services, and to develop new audiences for independently produced programming and for public broadcasting generally.
- (E) To establish and maintain policies which insulate the corporation's programming decisions from the pressures both of undue political influence and of marketplace forces; and specifically, neither to select nor to evaluate programs on the basis of suitability for corporate underwriting, or viewer subscription development, or the ability to attract sources of production funding other than through the corporation.
- (F) To promote and advance the goals of diversity, innovation, excellence and artistic and editorial integrity in public broadcasting programming,. and to foster the growth and development of independent media for public broadcasting.
- (G) To promote maximum appropriate carriage within the public broadcasting system of the programs that the corporation funds.
- (H) To foster an improved, cooperative working relationship between the independent production community and the public broadcasting system.
The corporation shall have in furtherance of the aforesaid purposes all of the powers conferred upon corporations organized pursuant to the provisions of the District of Columbia Nonprofit Corporation Act.
FOURTH: The corporation shall not have members. All of the powers of the corporation shall be exercised by, or under the authority of, the board of directors.
FIFTH: The manner of appointment of the directors of the corporation shall be as follows:
- (A) The board of directors shall be divided into two (2) classes, as nearly equal in size as possible, with the terms of office of the respective classes to expire at one-year intervals on a staggered basis. The term of office of each of the initial directors of the corporation shall expire at the annual meeting of the corporation in the year set forth opposite that person's name in Article EIGHTH hereof.
- (B) At each annual meeting of the corporation at which the terms of a class of directors will expire, an equal number of directors shall be appointed for full two (2) year terms to succeed those whose terms are expiring. Directors shall hold office for the terms for which they are appointed and until their successors are duly appointed and qualified in accordance with the provisions of this Article FIFTH.
- (C) Prior to the scheduled date of each annual meeting at which the terms of a class of directors will expire, or at any time when a vacancy exists on the board of directors, the association then representing the organizations or associations of independent producers or independent production entities in the United States (the "representative association") shall name the successor directors to succeed such class or to fill the unexpired balance of such predecessor director's term in the event of a vacancy, subject to the approval of the Corporation for Public Broadcasting ("CPB") and of the board of directors of the corporation as provided in this Article FIFTH. The identity of such representative association shall be determined by the organizations or associations of independent producers or independent production entities in the United States, and not by CPB or the corporation. The Bylaws of the corporation shall specify reasonable procedures and timetables, consistent with the provisions of this Article FIFTH, for the process of selecting successor directors.
- (D) In naming successors to the board of directors, the representative association shall select distinguished citizens who, individually, shall have a demonstrated awareness and understanding of independent media and a demonstrated commitment both to independent productions for public broadcasting and to the goals of diversity, innovation, excellence and artistic integrity in public broadcasting programming. Collectively, the board of directors shall reasonably reflect a racial, ethnic, gender, sexual orientation, regional and artistic diversity, shall reflect the diversity of television genres, and shall reflect compliance with the congressional recommendation that an appropriate number of personnel from public television stations will serve on the advisory council and governing board of the corporation.
- (E) The representative association shall submit its slate of successors to CPB for approval. CPB shall approve the slate unless it finds either: (1) that the slate fails reasonably to maintain the diversity of the board of directors as a whole, as specified in Paragraph (D) of this Article FIFTH; or (2) that the individuals on the slate do not all meet the eligibility requirements specified in Paragraph (D) of this Article FIFTH. In the event that CPB does not approve the slate for either or both of these reasons, it shall notify the representative association in writing that the slate is not approved and shall communicate the specific reasons for this determination. In such event, the representative association shall respond to CPB as appropriate and, if necessary to secure CPB approval, the representative association shall prepare a revised slate (which may include persons previously named) for resubmission to CPB.
- (F) A slate of successor directors selected by the representative association and approved by CPB shall be submitted to the board of directors for approval. The board shall approve the slate unless it finds either. (1) that the slate fails reasonably to maintain the diversity of the board of directors as a whole, as specified in Paragraph (D) of this Article FIFTH; or (2) that the individuals on the slate do not all meet the eligibility requirements specified in Paragraph (D) of this Article FIFTH. If the board approves the slate, it shall declare the slate duly appointed. If the board does not approve the slate for either or both of these reasons, it shall notify the representative association and CPB in writing that the slate is not approved and shall communicate the specific reasons for this determination. In such event, the representative- association and CPB shall respond to the board's objections, including if appropriate, preparation by the representative association of a revised slate (which may include persons previously named) which shall be resubmitted to the board after CPB approval thereof. Notwithstanding the foregoing, if at any time, after good faith consideration and good faith attempts to resolve the objections raised by the board, the representative association and CPB determine that agreement with the board on a slate of successor directors is not feasible, then the representative association and CPB may jointly certify to the board a slate (which may consist of or include persons previously named) as satisfying the requirements of Paragraph (D) of this Article FIFTH. Upon such certification, that slate shall be deemed duly appointed and the appointees shall take office forthwith in respect of a vacancy, or otherwise upon the expiration of the terms of the directors they are to succeed.
SIXTH: For the regulation of the internal affairs of the corporation, it is provided as follows:
- (A) The affairs of the corporation shall be conducted as provided for in the Bylaws of the corporation to be adopted by the board of directors. The Bylaws shall include appropriate standards and procedures for avoidance of conflicts of interest by the corporation's directors, officers and members of any advisory board or council. As required under Article FIFTH (C) hereof, the Bylaws also shall include appropriate procedures and timetables for selection of successor directors.
- (B) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article THIRD hereof.
- (C) No part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
- (D) Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code), or a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future federal tax code).
- (E) Upon the dissolution of the corporation, all of the liabilities of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor, and all assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements. All remaining assets of the corporation shall, pursuant to a plan of distribution adopted by the board of directors of the corporation, be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not so disposed of pursuant to a plan of distribution adopted by the board of directors of the corporation shall be disposed of by a court of competent jurisdiction within the District of Columbia, exclusively for such purposes or to such organizations or organizations, as said court -shall determine, which are organized and operated exclusively for such purposes.
SEVENTH: The address of the initial registered office of the corporation is Suite 1125, 1025 Vermont Avenue, Washington, D.C. 20005; and the name of the corporation's initial registered agent at the aforesaid address is The Prentice-Hall Corporation System, Inc.
EIGHTH: The number of directors constituting the initial board of directors of the corporation is eleven (11).
The name and the address of each of the persons who are to serve as the initial directors of the corporation, and the year in which each such person's initial term shall expire, are as follows:
Linda Blackaby /3701 Chestnut Street, Philadelphia, PA 19104 / 1991
David M. Davis / 1776 Broadway, New York, NY 10019 / 1991
Ed Emshwiller / California Institute of the Arts, Valencia, CA 91355 / 1991
Laurence S. Hall / 7695 Crest Avenue, Oakland, CA 94605 / 1991
Cheryl Head / 7441 Second Boulevard, Detroit, MI 48202 / 1991
Lawrence Daressa / 149 Ninth Street, Suite 420, San Francisco, CA 94103 / 1992
Julie Dash / 2434 Adina Drive, #C, Atlanta, GA 30324 / 1992
Eduardo Diaz / Staake-Stevens Building, Suite 205, 315 East Commerce Street, San Antonio, TX 78205 / 1992
Virginia Gaines Fox / 600 Cooper Drive / Lexington, KY 40502 / 1992
Lawrence M. Sapadin / 625 Broadway, 9th Floor, New York, NY 10012 / 1992
Joan Shigekawa /980 Madison Avenue, New York, New York 10021 / 1992
NINTH: The name and the address of each of the incorporators are as follows:
Linda Blackaby, 3701 Chestnut Street, Philadelphia, PA 19104
Laurence S. Hall, 7695 Crest Avenue, Oakland, CA 94605
Lawrence M. Sapadin, 625 Broadway, 9th Floor, New York, NY 10012
[Blackaby signed on Sept. 19, 1989; Hall and Sapadin on Sept. 21, 1989.]