The initial By-Laws of the Public Broadcasting Service have been preliminarily adopted by the Incorporators to permit Public Broadcasting Service to begin to function under the laws of the District of Columbia. They are subject to ratification or modification by the Public Broadcasting Service Board of Directors upon its election.
Article I
Name
The Corporation shall be known as the PUBLIC BROADCASTING SERVICE.
Article II
Offices
2.1Registered Office. The Corporation shall maintain a registered office in the City of Washington, District of Columbia.
Other Offices. The Corporation may also have offices at such other places, either within or without the District of Columbia as the business of the Corporation may require.
Article III
Members
3.1 Membership. The members of the Corporation shall be divided into classes constituted as follows:
Station Members — Licensees of one or more noncommercial educational television broadcast stations as defined in the Federal Communications Act of 1934, as amended.
General Members — The Corporation for Public Broadcasting and the National Educational Television and Radio Center.
Eligible organizations shall become members upon application to the Corporation.
3.2 Representatives of Members. Each Station Member and General Member shall designate in writing a representative who shall represent, vote and act for the member in all affairs of the Corporation. Members may change their representatives at will and may appoint a substitute representative by giving written notice thereof to the Corporation. Member representatives must be officers or employees of members, and shall automatically cease to be representatives if and when their terms of office or employment expire.
3.3 Membership Dues. The Corporation may assess such membership dues for Station Members and General Members as shall be determined by the Board of Directors.
3.4 Termination of Membership. Any member may voluntarily terminate membership in the Corporation by giving written notice to such effect at least ninety days in advance. Any Station Member shall automatically cease to be such upon termination or non-renewal of its station license or licenses; any General Member shall automatically cease to be such upon its voluntary or involuntary dissolution.
Article IV
Meetings of Members
4.1Annual Meetings. The annual meetings of the members shall be held in the month of April of each year for the election and appointment of Directors, for the consideration of annual reports, and for the transaction of such other business as may come before the meeting. TheBoard of Directors shall determine the specific date of each annual meeting and may, if it deems it advisable, set the date of such meeting either 60 days prior to or 60 days subsequent to the month of April.
4.2 Special Meetings. Special meetings of the members may be called at any time by the Board of Directors of its ownaccord or upon the request of twenty-five or more Station Members.
4.3 Place and Notice of Meetings. Annual and special meetings shall be held in such location or locations as shall be determined by the Board of Directors. Notices of members’ meetings shall be printed or in writing, shall state the place, day and hour of the meeting (and in the case of a special meeting, the purpose or purposes for which called) and shall be delivered to all members not less than ten nor more than fifty days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited with postage prepaid in the U.S. mails addressed to each member as listed in the records of the Corporation.
4.4 Quorum and Chairmanship. A majority of the members, in person, shall constitute a quorum for the transaction of all business at any meeting of the members, but any lesser number may adjourn any meeting from time to time until a quorum shall be present. Membership meetings shall be presided over by the Chairman of the Board, or in his absence, by the Vice-Chairman of the Board.
4.5 Voting and Proxies. Each member shall be entitled to one vote at all meetings. Voting may not be by proxy. Voting may be conducted by mail if so authorized by the Board of Directors.
Article V
Board of Directors
5.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors.
5.2 Initial Directors. The Initial Directors shall be those stated in the Articles of Incorporation. The Initial Directors shall serve only until a first election and appointment of directors by the Station and General Members. The functions of the Initial Directors shall consist of the holding or organization [of*] meetings, the adoption of the By-Laws, the admission of members, the nomination of the first Board of Directors and the calling of the first membership meeting for the election and appointment of the first Board of Directors as they may determine pursuant to applicable law.
5.3 Number and Classes of Directors. The Board of Directors shall consist of nine (9) directors as follows:
Class A Directors — Five (5) directors shall be representatives of Station Members;
Class B Directors — Two (2) directors shall be representatives of General Members;
Class C Directors — Two (2) directors shall be representatives of the general public.
5.4 Election and Appointment of Directors. The Board of Directors will be elected and appointed as follows:
Class A Directors — The Chairman of the Board of Directors, with the concurrence of a majority of the Class A Directors (including the Chairman), shall appoint a Station Nominating Committee of three representatives of Station Members prior to each annual meeting of the Members. The Station Nominating Committee shall nominate such number of candidates for Class A Directors as shall be double the number of Class A Directors to be elected at such annual meeting. In making such nominations, the Station Nominating Committee shall consider each nominee’s experience and qualifications, and also take into account the desirability of representation on the Board of Directors of Station Members of different types and sizes and from different localities and areas. All Station Members shall be notified of the names of the Station Nominating Committee’s nominees at least twenty-one (21) days prior to the annual members’ meeting. Additional nominations may also be made by written nominating petitions signed by at least twenty-five (25) Station Members and received by the Chairman at least fourteen (14) days prior to the annual members’ meeting. The Chairman shall notify all Station Members of such additional nominations by petition at least seven (7) days prior to the annual members’ meeting. Each Station Member may vote for such number of nominees as shall be equal to the number of Station Directors to be elected, but may not cast more than one vote for any single nominee. The manner and method of voting shall be determined by the Board of Directors.
Class B Directors — The President of the Corporation for Public Broadcasting, and the President of the National Educational Television and Radio Center, or their designees, shall be the: Class B Directors.
Class C Directors—The Class A and Class B Directors shall elect the Class C Directors at the annual directors’ meetings immediately following the annual members’ meeting. Nomination, voting and other election procedures shall be determined by the Chairman of the Board. Vacancies in Class C Directors between annual directors’ meetings, whether due to resignation, death, disability or otherwise, may be filled by election at regular or special directors’ meetings as well .
5.5 Disqualification of Directors. A Class A or Class B Director who ceases to be a representative of a Station or General Member, respectively, shall be disqualified thereby from continuing to serve as such director. A Class C Director who is employed by any Station or General Member shall be disqualified thereby from serving as such director.
5.6 Vacancies of Directors. A vacancy in Class A Directors shall be filled by a substitute director elected by the remaining Class A Directors. A vacancy in Class B Directors shall be filled by a substitute director appointed by the General Member so represented. A vacancy in Class CDirectors shall be filled by a substitute director elected by the remaining Directors on the Board. Each substitute director elected or appointed to a vacancy shall serve for the unexpired portion of the term of the director for whom substituted.
5.7 Term of Directors. Each director shall serve for two years, except as follows:
Class A Directors — Three (3) of the Class A directors first elected shall serve until the second annual members’ meeting; two of the Class A Directors first elected shall serve until the third annual members’ meeting.
Class B Directors — Both Class B directors first appointed shall serve until the third annual members’ meeting.
Class C Directors — One of the two Class C directors first elected shall serve until the second annual members’ meeting; one of the two Class C directors first elected shall serve until the third annual members’ meeting.
5.8 Compensation of Directors. Class A and Class B Directors shall receive no fees or other emoluments except for actual expenses in connection with meetings of the Board of Directors or otherwise in connection with corporate affairs. Class C Directors may receive such attendance feesas may be established by a resolution of the Board of Directors, such fees being in addition to actual expenses in connection with meetings of the Board of Directors or otherwise in connection with corporate affairs.
5.9 Chairman and Vice-Chairman. The Board of Directors shall elect one of the Station Members to be the Chairman thereof and one of the Station Members to be the Vice-Chairman thereof at each annual directors’ meeting or at such other time as there may be a vacancy. The Chairman and Vice-Chairman of the Board shall continue to serve in such capacity until election of his or their successors.
5.10 Meetings. The annual meeting of the Board of Directors shall be held immediately after each annual members’ meeting. Regular meetings of the Board of Directors shall be held at regular intervals no more infrequently than once each six months as the Board shall decide. Special meetings of the Board of Directors may be called by the Chairman of the Board at his own behest or at the request of three or more other directors. Annual directors’ meetings shall be held at the same place as the annual members’ meeting immediately following the latter; regular and special directors’ meetings shall be held at the places, dates and times designated by the Chairman of the Board. Notices of all meetings shall be mailed to each director at least five days in advance, or telegraphed or delivered personally at least three days in advance. A waiver of notice in writing shall be deemed equivalent to such notice; attendance at a meeting shall be deemed waiver of notice except where attendance is for the sole purpose of objecting to the absence of notice. No notice is necessary for an adjourned meeting other than the announcement thereof at the meeting at which adjournment takes place.
5.11 Quorum and Voting. At each meeting of the Board of Directors, the presence of a majority of the directors shall be necessary to constitute a quorum for the transaction of business. Except as otherwise specifically provided by statute, the Articles of Incorporation or the By-Laws, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. A majority of the directors present at any meeting, whether or not they shall comprise a quorum, may adjourn the meeting from time to time. Each director shall be entitled to one vote in person, and may not exercise his voting rights by proxy.
Article VI
Committees
6.1 Operations Committee. The Board of Directors shall designate an Operations Committee consisting of the Chairman of the Board and two other Class A Directors. The Operations Committee shall serve for one year or until its successors are elected, and shall meet, either in person or by telephone conference, at the call of the Executive Director or of two or more members of the committee. The function of the Operations Committee shall be to advise and assist in the operations and activities of the Corporation as may be determined from time to time by the Board of Directors.
6.2 Other Committees. The Board of Directors may establish such other committees as it may deem appropriate, to perform such functions as it may designate.
Article VII
Executive Director
7.1 Appointment. The Executive Director shall be appointed by the Board of Directors and shall be the chief executive officer of the Corporation.
7.2 Function. The Executive Director shall appoint an appropriate staff to administer the affairs of the Corporation, and shall have such other authority and perform such other duties as may be determined by the Board of Directors. The Executive Director will attend all meetings of the Board of Directors, but will participate without vote.
Article VIII
Other Officers
8.1 Secretary. The Secretary shall be appointed by the Board of Directors upon the recommendation of the Executive Director. The Secretary shall be custodian of the corporate seal, maintain the corporate records, prepare and serve the corporate notices, and keep the minutes of all members’ and directors’ meetings.
8.2 Treasurer. The Treasurer shall be appointed by the Board of Directors upon the recommendation of the Executive Director. The Treasurer shall keep the financial books and records of the Corporation, deposit corporate funds and make appropriate payments, maintain proper records of monies received and spent, and submit to the Board of Directors an annual statement of accounts.
8.3 Additional Officers. Additional officers may be appointed for the Corporation from time to time by the Board of Directors upon the recommendation of the Executive Director.
Article IX
Contracts, Loans, Checks and Bank Accounts
9.1 Contracts. To the extent the Board of Directors may specifically authorize, the Chairman of the Board, the Vice-Chairman of the Board and/or the Executive Director may on behalf of the Corporation prepare proposals for contracts with any person, firm or other entity, sign contracts between the Corporation and any such person, firm or other entity, execute bonds and undertakings required for the faithful performance of such contracts, and deliver vouchers and receipts in connection therewith.
9.2 Loans. To the extent the Board of Directors may specifically authorize, any two of the Chairman of the Board, the Vice-Chairman of the Board and the Executive Director, acting together, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any person, firm or other entity, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation. No such officer or officers shall, however, for the purposes of giving security for any such loan or advance, mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Corporation except when specifically authorized by resolution of the Board of Directors.
9.3 Checks, Drafts, Etc. All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by such officer or officers, agent or agents of the Corporation and as in such manner shall be determined by resolution of the Board of Directors from time to time.
9.4 Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.
Article X
Seal
The Corporation shall have a corporate seal, which shall be in the form adopted by the Board.
Article XI
Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Article XII
Annual Audit
The accounts of the Corporation shall be audited annually in accordance with generally accepted auditing standards by independent certified public accountants. Copies of the report of such audit shall be furnished to all members at or before the annual meeting of members.
Article XIII
Amendment
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted, by the affirmative vote of two-thirds or more of the Board of Directors; provided that (a) any such action may be taken only at a meeting of the Board of Directors called for such purpose; (b) the notice of such meeting shall state the substance of the By-Law to be made or repealed, or of the alteration or amendment; and (c) the notice of such meeting shall be mailed, telegraphed or delivered personally to each director at least ten (10) days before the date on which the meeting is to be held. Any amendment of the By-Laws altering the classes or numbers of members or directors shall also require the approval of fifty percent (50%) or more of each class of members.