Resolution of the Board of Directors of the Corporation for Public Broadcasting
April 2, 1993
Amendments to the By-Laws, Article IV
Unanimously
RESOLVED,
That the CPB By-Laws shall be amended as follows:
Article IV
Section 4.01, Officers, shall be amended to read:
"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 Executive Vice President; the Senior Vice President, Corporate Affairs and Secretary; the Senior Vice President, Programming; the Senior Vice President, System and Station Development; the Senior Vice President, Education; the Senior Vice President, General Counsel; the Vice President, Government Relations; the Vice President, Corporate Communications; and the Treasurer; 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, shall be amended to read:
"At such time as there may be a vacancy in the office of the President and Chief Executive Officer, the Board shall elect an individual to serve in that position under such terms of employment as the Board shall determine. The President and Chief Executive Officer shall serve at the pleasure of the Board, and the Board shall conduct an annual review of the President's performance and his compensation at the Annual Meeting of the Board. All other corporate officers shall serve at the pleasure of the Board, but the Board may expressly delegate to the President and Chief Executive Officer the authority to review, hire, and dismiss officers and establish the level of their compensation. No individual other than a citizen of the United States may serve as an officer of the Corporation. Any two or more offices may be held by the same person, except the offices of Secretary and President."
Section 4.03, Additional Officers, shall be amended to read:
"The Board of Directors may elect such officers as it may deem necessary or may expressly delegate to the President and Chief Executive Officer the authority to appoint such other officers as the President shall deem necessary. Each such officer shall have such authority and shall perform such duties as may be determined, from time to time, by the Board, or by the President, acting under the expressed delegated authority of the Board."
Section 4.04, Removal, shall be amended to read:
"Any officer elected by the Board of Directors may be removed by the Board of Directors and any officer appointed by the President and Chief Executive Officer under expressed delegated authority from the Board, may be removed by the President, whenever, in the judgment of the Board or the President, the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed."
Section 4.06, Vacancies, shall be amended to read:
"Any vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors at any regular or special meeting thereof, or may be filled by the President and Chief Executive Officer, under expressed authority delegated by the Board."
Section 4.08, The Vice Presidents, shall be amended to read:
"Each Vice President shall have such powers and perform such duties as the Board of Directors or the President and Chief Executive Officer, under expressed authority delegated by the Board, may from time to time prescribe."
Section 4.12, Compensation, shall be amended to read:
"The compensation of the officers, the duration for which it will be applicable, and such other terms of employment, shall be fixed from time to time by the Board of Directors, or by the President and Chief Executive Officer, under expressed authority delegated by the Board. No officer of the Corporation, other than the Chairman and Vice Chairman, may receive any salary or other compensation (except for compensation for services on boards of directors of other organizations that do not receive funds from the Corporation, on committees of such boards, and in similar activities for such organizations) from any sources other than the Corporation for services rendered during the period of his or her employment by the Corporation. Service by any officer on such boards of directors of other organizations, on committees of such boards, and in similar activities for such organizations, shall be subject to annual advance approval by the Board, or by the President under expressed authority delegated by the Board, and shall be subject to the provisions of the Corporation's Statement of Ethical Conduct."
