Resolution of the Board of Directors of the Corporation for Public Broadcasting
July 18, 1989
By-Laws Amendments
Unanimously
RESOLVED,
that the Board of Directors of the Corporation for Public Broadcasting amends the By-Laws of the Corporation as follows:
Section 2.03. The Chairman of the Board.
At each annual meeting of the Board, or at such other time as there may be a vacancy in this office, and, if, as a result of the vacancy, the Board, by majority vote calls for an election, the Board of Directors shall elect, by majority vote, from among its members who have completed a minimum of one full year of service as of the date of such election, a Chairman of the Board. The Chairman shall serve in such capacity for no more than a total of two full one-year terms. The Chairman shall serve at the pleasure of the Board, ....
Section 2.04. The Vice Chairman of the Board.
At each Annual Meeting of the Board, or at such other time as there may be a vacancy in this office, the Board of Directors shall elect, by majority vote, from among its members, a Vice Chairman of the Board. The Vice Chairman shall serve in such capacity for no more than a total of two full one-year terms. The Vice Chairman shall serve at the pleasure of the Board, ....
Section 2.07. Annual Meeting of the Board.
The Annual Meeting of the Board of Directors for the purpose of organization, the election of Chairman and Vice Chairman for the ensuing year, and the transaction of other business shall be held during September of each year on such date and at such hour and at such place as shall be fixed by the Chairman of the Board. However, the Board may vote, by a two-thirds majority, to hold the Annual Meeting during a month other than September, so long as the Annual Meeting occurs no less than 12 months and no more than 15 months from the previous Annual Meeting. Unless the Board has voted to schedule it otherwise, if no Annual Meeting has been scheduled and called by the Chairman of the Board by a date one year from the date of the previous Annual Meeting, then the Vice Chairman of the Board shall call such a meeting. ....
Section 2.09. Special Meetings.
Special meetings of the Board of Directors may be actual or telephonic, and shall be held whenever called by the Chairman of the Board (or in his absence, or in the case of a vacancy in the office of the Chairman, by the Vice Chairman of the Board), or by a number of Directors representing not less than one-third of the current Directors serving on the Board, but in no event fewer than three (3) Directors. Notice of each such meeting shall be mailed to each Director at his address appearing on the books of the Corporation for the purpose of notice, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by overnight express service , charges prepaid, or delivered to him personally not later than the third (3rd) day before the day on which the meeting is to be held. ....
Section 2.10. Quorum, Manner of Acting and Adjournment.
At each regular meeting or special actual meeting of the Board of Directors, the presence of a simple majority of the Directors then serving pursuant to law shall be necessary to constitute a quorum for the transaction of business. .... Notwithstanding the foregoing, during an emergency period following a national, regional or local catastrophe, a majority of the surviving members of the Board of Directors who have not been rendered incapable of attending or participating shall constitute a quorum.
Section 3.01. Audit Committee.
After each Annual Meeting of the Board of Directors, the Chairman shall appoint, subject to the approval of the Board, no more than five (5) Directors to serve on the Audit Committee, including one to serve as chairman. The Audit Committee shall be responsible for meeting with and receiving the reports of the outside auditors of the Corporation, shall review internal audits of the Corporation and shall assume such additional duties as may be assigned to it by the Board. The Committee shall report annually to the Board and at such other times as it deems appropriate or when requested to do so by the Board.
Section 3.02. Other Committees.
The Board of Directors may establish such other regular, standing, or temporary committees as it may deem appropriate to perform such functions as it may designate. The Chairman of the Board shall appoint, with the approval of the Board, an appropriate number of Directors to serve on such committees, including one to serve as chairman.
Section 3.03. Committee Procedure.
Each member of any regular or standing committee shall continue to serve as a member of that committee at the pleasure of the Board of Directors. The Chairman of the Board shall serve as an ex officio member of all Committees of the Board to which he is not specifically appointed, with the same rights and obligations as all duly appointed members except that he shall not be counted to establish a quorum. ....
Section 4.01. Officers.
The officers of the Corporation shall be the Chairman of the Board; the Vice Chairman of the Board; the President and Chief Executive Officer; the Vice President, Stations Relations and Treasurer; the Vice President, General Counsel and Secretary; the Vice President-Corporate Communications; the Vice President, Government Relations; and the Vice President, Programming; and such other officers as may be elected pursuant to Section 4.03 of these By-Laws.
Section 4.02. Election, Term of Office and Qualifications.
The officers of the Corporation, except Chairman and Vice Chairman, shall be elected annually at the Board's November meeting for terms beginning in the next month of January. The Chairman and Vice Chairman shall serve no more than a total of two full one-year terms. However, each officer shall hold his office until his successor shall have been duly elected and qualified in his stead, or until he shall resign or shall have been removed in the manner hereinafter provided. No individual other than a citizen of the United States shall be an officer of the Corporation. Any two or more offices may be held by the same person, except the offices of Secretary and President. Only Board members shall be eligible for election as Chairman of the Board or Vice Chairman of the Board. The Board shall elect as its Chairman only a Board member who has completed a minimum of one full year of service as a Director upon the date of such election.
Section 4.13. Outside Interests of Officers and Employees.
The Board of Directors from time to time may adopt rules and regulations governing the conduct of officers or key employees with respect to matters in which they have any interest adverse to the interests of the Corporation. Such rules and regulations may forbid officers or key employees from participating personally and substantially in corporate action with respect to any contract, grant, transaction or other matter in which, to the knowledge of any such officers or employee, he or any member of his immediate family has any interest, financial or otherwise, unless ....
Section 9.01. Any of these By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted, by an affirmative two-thirds majority vote of the Board; provided that (a) such action may be taken only at a meeting of the Board where such action has been identified, in advance, as one of the purposes of the meeting; (b) the notice of such an action at a 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 an action at a meeting shall be mailed, sent by overnight express service, or delivered personally to each Director at least five (5) days before the date on which the meeting is to be held.
Section 10.1. Feminine or neuter pronouns shall be substituted for those of the masculine form, and the plural shall be substituted for the singular number, in any place or places herein in which the context may require such substitution.