On Nov. 3, 1969, four public broadcasters, including the presidents of CPB and National Educational Television (NET), incorporated a new nonprofit organization to interconnect the public television stations, taking on those functions of NET. See also the PBS bylaws, adopted eight days later.
We, the undersigned, natural persons of the age of twenty-one (21) years or more, and citizens of the United States, desiring to form a nonprofit corporation pursuant to the District of Columbia Non-Profit Corporations Act (28 D.C. Code Chapter 10), adopt the following Articles of Incorporation for such Corporation:
ARTICLE I.
The name of the Corporation is: PUBLIC BROADCASTING SERVICE.
ARTICLE II.
The period of duration of the Corporation is perpetual.
ARTICLE III.
The purposes for which the Corporation is organized are:
1. To establish, develop, own, manage and operate one or more interconnection systems, facilities or services, to be used for the distribution of broadcast programs to noncommercial broadcast stations and networks;
2. To interconnect national, regional; state and local noncommercial broadcast stations, networks, systems, facilities and services by wired, wireless, satellite or other apparatus or equipment appropriate therefor;
3. To lease, rent, acquire and own, and to order, have, use and contract for, and to otherwise obtain, arrange for and provide interconnection facilities for origination and transmission of broadcast programs to noncommercial broadcast stations, networks, facilities and systems;
4. To determine, allocate, apportion and assign the use of the interconnection systems, facilities and services so provided for the distribution of noncommercial broad cast programs to noncommercial broadcast stations and networks;
5. To establish and maintain one or more service or services for the duplication, storage and distribution of broadcast programs on motion picture film, videotape or any other means or mechanism suitable for supplemental transmission and exhibition thereof;
6. To arrange for interconnection with foreign broadcasting systems and networks for international program distribution purposes;
7. To develop, prepare and publish information, research and reports relating to noncommercial broadcasting interconnection and distribution and to the broadcast programs transmitted and distributed thereby;
8. To otherwise administer, forward and advance the development and operation of interconnection and distribution systems, facilities and services, and to complement, assist and support noncommercial broadcasting pursuant to the Public Broadcasting Act of 1967, as it may from time to time be amended.
Notwithstanding the generality of the foregoing, the Corporation shall not engage in the production of broad cast programs; nor shall the Corporation apply for or accept a license to own or operate any noncommercial or other broadcast station under the rules of the Federal Communications Commission.
ARTICLE IV.
For the accomplishment of its foregoing purposes, the Corporation shall have the following powers:
1. To have perpetual succession by its corporate name;
2. To sue and be sued, complain and defend, in its corporate name;
3. To have a corporate seal which may be altered at pleasure and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;
4. To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated;
5. To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose ofall or any part of its property and assets;
6. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and other wise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, State, territory, governmental district, or municipality or of any instrumentality thereof;
7. To make contracts and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bond, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income;
8. To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;
9. To conduct its affairs, carry on its operations, hold property, and have offices and exercise its powers in any part of the world;
10. To elect or appoint officers and agents of the Corporation, and define their duties and fix their compensation;
11. To make and alter Bylaws, not inconsistent with its Articles of Incorporation, or with applicable law, for the administration and regulation of the affairs of the Corporation;
12. To make donations for the public welfare or for charitable, scientific, literary, or educational purposes; or for other purposes for which the Corporation is organized;
13. To indemnify any director or officer or former director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of board of directors or members, or otherwise;
14. To cease its corporate activities and surrender its corporate franchise; and
15. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is organized.
ARTICLE V.
The Corporation shall have members who shall be eligible to vote as provided in the Bylaws of the Corporation. The classes of members, the manner of election or appoint ment and the qualifications and rights of the members of each class shall be set forth in the Bylaws of the Corporation.
ARTICLE VI.
The directors of the Corporation shall be elected or appointed in the manner provided for in the Bylaws of the Corporation.
ARTICLE VII.
1. The affairs of the Corporation shall be conducted as provided for in the Bylaws of the Corporation.
2. The Corporation is organized exclusively for charitable, educational, scientific and literary purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). The Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Except as may be specifically authorized under the Internal Revenue Code of 1954, as amended from time to time, no substantial 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 any political campaign on behalf of any candidate for public office. In the event of dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation in such manners or to such organization or organizations organized and operated exclusively for charitable, educational, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine.
ARTICLE VIII.
The address of the Corporation’s initial registered office is:
888 16th Street, N.W.,
Washington, D.C. 20006
ARTICLE IX.
The name of the Corporation’s initial registered agent at such address is:
Ralph W. Nicholson
ARTICLE X.
The number of directors constituting the Initial Board of Directors is four (4), and the names and addresses of those who are to serve as the Initial Directors until their successors are elected and qualified are:
Hartford N. Gunn, Jr.
125 Western Avenue
Boston, Massachusetts 02134Kenneth A. Christiansen
Cedar Avenue
Pine Hill Estate
Gainesville, Florida 32601John W. Macy, Jr.
888 16th Street, N.W.
Washington, D.C. 20006James Day
115 East 86th Street
New York, New York 10028
ARTICLE XI.
The name and address of each Incorporator is:
Hartford N. Gunn, Jr.
125 Western Avenue
Boston, Massachusetts 02134Kenneth A. Christiansen
Cedar Avenue
Pine Hill Estate
Gainesville, Florida 32601John W. Macy, Jr.
888 16th Street, N.W.
Washington, D.C. 20006James Day
115 East 86th Street
New York, New York 10028WHEREFORE, we, the undersigned Incorporators, hereto affix our signatures:
Hartford N. Gunn, Jr.
Kenneth A. Christiansen
John W. Macy, Jr.
James Day
CITY OF WASHINGTON
DISTRICT OF COLUMBIA
On this, the 3rd day of November, 1969, before me, ______________________ the undersigned officer, personally appeared Hartford N. Gunn, Jr., Kenneth A. Christiansen, John W. Macy, Jr., and James Day, each of whom signed the foregoing document as an Incorporator and acknowledged that the statements therein contained are true.
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