Resolution of the Board of Directors of the Corporation for Public Broadcasting
September 19, 1995
Amendments to Article II and IV of the By-Laws
8 in favor, 1 opposed
RESOLVED,
That the CPB By-Laws shall be amended as follows:
Article II
Section 2.08, Regular Meetings, shall be amended to read:
Regular meetings of the Board of Directors shall be held at such intervals as may be fixed by resolution adopted by the Board. Notice of such meetings shall be given or waived as in the case of special meetings of the Board.
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 and Chief Operating Officer; 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; other officers in the areas of government relations, corporate communications, education, programming, system and station development; and such other officers as may be elected or appointed 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 first meeting of the Board. each calendar year. In addition, at such meeting in any year in which the employment agreement of the President and Chief Executive Officer is subject to renewal, the Chairman shall so inform the Board, and the Board shall decide whether to conduct an additional review of the performance and compensation of the President and Chief Executive Officer in connection with such renewal. 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 4.10, The Treasurer, shall be amended to read:
The Treasurer shall (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; (b) receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; (c) sign such documents as shall require the signature of the Treasurer; (d) be responsible for the accounting functions of the Corporation including full and accurate accounts of all assets, liabilities, commitments, receipts, disbursements and other financial transactions; (e) see that all expenditures are made in accordance with procedures established from time to time by the Corporation; (f) be responsible for all personnel activities and all administrative activities of the Corporation; and (g f) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him. The Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.