Authorization

Unanimously, Written Consent

WHEREAS,

Patricia S. Harrison, President and CEO of the Corporation for Public Broadcasting, has been invited to serve on the board of the National Italian-American Foundation and the board of the American University of Rome.

WHEREAS,

Section 396(e)(1) of the Public Broadcasting Act (as amended) states that "Service by any officer on 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 and subject to the provisions of the Corporation's Statement of Ethical Conduct."

WHEREAS,

CPB's General Counsel has reviewed the mission statements of the National Italian-American Foundation and the American University of Rome and determined that a CPB officer serving on their boards does not pose a conflict of interest and is not otherwise prohibited in any way.

THEREFORE, BE IT RESOLVED,

That the Board of Directors of the Corporation for Public Broadcasting authorizes Ms. Harrison to serve on the boards of the National Italian-American Foundation and the American University of Rome.

Resolution Date: 
Tuesday, June 6, 2006
Unanimously

WHEREAS,

CPB has been awarded funding from the U.S. Department of Education for the next five-year cycle of Ready To Learn for the creation of educational content for children; and

WHEREAS,

CPB and the U.S. Department of Education support the creation of a research base to provide sound, measurable evidence of improved reading among children as a result of learning via this educational content; and

WHEREAS,

CPB management has identified leading research experts to conduct essential studies to both heighten the educational impact of the new content, and to assess its impact on children's learning.

THEREFORE, BE IT RESOLVED THAT:

The CPB Board of Directors hereby authorizes management to negotiate and, if contractual terms satisfactory to management are reached, enter into agreements with the research entities identified in the attached memorandum.

Resolution Date: 
Monday, March 13, 2006

WHEREAS,

The CPB Board of Directors has endorsed the goal of strengthening the ability of local stations to provide meaningful services to their communities and seeks to facilitate the effective transition of public radio into the digital era; and

WHEREAS,

The Congress has appropriated to CPB $39,387,360 for fiscal year 2005 "for costs related to digital program production, development, and distribution, associated with the transition of public broadcasting to digital broadcasting...;" and

WHEREAS,

CPB has identified an opportunity for potential savings in public radio's conversion to digital broadcasting through the purchase of master license rights for digital radio broadcast at significantly reduced costs;

NOW, THEREFORE, BE IT RESOLVED THAT:

The CPB Board of Directors hereby authorizes management to negotiate and, if contractual terms satisfactory to management are reached, enter into an agreement with iBiquity Digital Corporation for the purchase of station digital radio licenses.

Resolution Date: 
Tuesday, June 21, 2005
Unanimously

WHEREAS,

Fiscal year 2004 marked the end of a five-year audit engagement with Deloitte & Touche; and

WHEREAS,

The CPB Audit and Finance Committee has reviewed audit firm proposals and interviewed potential audit firms for CPB's next audit engagement; and

WHEREAS,

The CPB Board has received a report on the Committee's interviews of potential audit firms and the Committee's subsequent analysis; and

WHEREAS,

The CPB Audit and Finance Committee will soon conclude its analysis and report to the CPB Board its final selection of an audit firm for CPB's next audit engagement;

NOW, THEREFORE, BE IT RESOLVED,

The CPB Board authorizes the CPB President and CEO to negotiate and enter into an agreement with the audit firm that is selected by the Audit and Finance Committee for CPB's next audit engagement.

Resolution Date: 
Tuesday, April 5, 2005
Unanimously

WHEREAS,

CPB previously provided substantial funding to ALT Films, Inc. ("ALT") to produce five films of American literature; and

WHEREAS,

ALT has advised CPB that ALT wants to dissolve its existence and it has offered CPB the opportunity to propose a manner in which ownership of the five films could be maintained; and

WHEREAS,

CPB has concluded that the most reasonable structure for the ownership of such films is the merger of ALT into a new nonprofit corporation expected to be named Literary Classics, Inc.; and

WHEREAS,

Literary Classics, Inc. would be the surviving entity of any such merger, and the initial directors will be the CPB Board Vice Chair, the CPB general counsel, and Marian Rees.

NOW, THEREFORE, BE IT RESOLVED,

that CPB management is hereby authorized and directed to organize and incorporate a new entity into which ALT can be merged, and

BE IT FURTHER RESOLVED,

that CPB management is hereby authorized and directed to execute any documents necessary or appropriate to incorporate such a new corporate entity and effect the merger of ALT with and into the new corporate entity.

Resolution Date: 
Monday, April 29, 2002
Unanimously

RESOLVED, That the Board of Directors hereby authorizes CPB President Bob Coonrod to negotiate and enter into a contract with Noblestar Systems Corporation regarding the Station Grants Management System.

Resolution Date: 
Tuesday, March 21, 2000
Unanimously

RESOLVED,

That the Board of Directors hereby authorizes CPB President Bob Coonrod to negotiate and enter into contracts regarding the Annenberg/CPB Channel.

Resolution Date: 
Saturday, November 13, 1999
Unanimously

RESOLVED,

That the Board of Directors hereby authorizes CPB President Bob Coonrod to negotiate and enter into a contract regarding the leasing of properties for the site of CPB headquarters.

Resolution Date: 
Tuesday, September 15, 1998
Unanimously

BE IT RESOLVED THAT:

The CPB Board Resolutions dated May 17, 1984, June 28, 1985, July 18, 1989, May 15, 1991, January 28, 1992, April 2, 1993, and December 3, 1993, all dealing with authorization of specific officers to issue checks, drafts, or other orders on behalf of the Corporation, and to establish certain bank accounts for the Corporation, are superseded by this action.

BE IT FURTHER RESOLVED THAT:

The President, Executive Vice President, and Treasurer are individually authorized to execute agreements in the appropriate standard form or forms required to establish and maintain general or special accounts of deposit with the following banks, trust companies, or depositories:

1. The Bank of America National Trust Savings Association;

2. The Riggs National Bank of Washington, D.C.;

3. The Bank of Vermont in Burlington, Vermont; and

4. The Chittenden Bank in Rutland, Vermont.

The President, Executive Vice President, and Treasurer are individually authorized to deposit, on behalf of the Corporation, and in its name, funds of the Corporation, not otherwise employed, in general or special accounts established pursuant to this Resolution; and

For the purpose of deposits and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders for payment of money, which are payable to the order of the Corporation, may be endorsed, assigned, and delivered by any officer of the Corporation and may be endorsed by the bank, trust company, or depository to whom delivered; and

The President, Executive Vice President, and Treasurer, and in their absence or as specifically authorized by the President, the Senior Vice President, Government Relations, General Counsel and Secretary are individually authorized to issue checks, drafts, or other orders on behalf of the Corporation, and in its name, for the payment of money from such accounts as may be established pursuant to this Resolution.

The Treasurer is authorized to affix his or her signature to such checks, drafts, or other drafts, not to exceed five thousand dollars ($5,000) by a device bearing an authorized facsimile of such signature.

Resolution Date: 
Tuesday, May 9, 1995
Unanimously

BE IT RESOLVED THAT:

The CPB Board Resolutions dated May 17, 1984, June 28, 1985, July 18, 1989, May 15, 1991, January 28, 1992, and April 2, 1993, all dealing with authorization of specific officers to issue checks, drafts, or other orders on behalf of the Corporation, and to establish certain bank accounts for the Corporation, are superseded by this action.

BE IT FURTHER RESOLVED THAT:

The President and the Treasurer are individually authorized to execute agreements in the appropriate standard form or forms required to establish and maintain general or special accounts of deposit with the following banks, trust companies, or depositories:

1. The Bank of America National Trust Savings Association; 2. The Riggs National Bank of Washington, D.C.; 3. The Bank of Vermont in Burlington, Vermont; and 4. The Chittenden Bank in Rutland, Vermont.

The President and the Treasurer are individually authorized to deposit, on behalf of the Corporation, and in its name, funds of the Corporation, not otherwise employed, in general or special accounts established pursuant to this Resolution; and

For the purpose of deposits and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders for payment of money, which are payable to the order of the Corporation, may be endorsed, assigned, and delivered by any officer of the Corporation and may be endorsed by the bank, trust company, or depository to whom delivered; and

The President, the Treasurer, and in their absence or as specifically authorized by the President, the Executive Vice President and the Senior Vice President, General Counsel and Secretary are individually authorized to issue checks, drafts, or

other orders on behalf of the Corporation, and in its name, for the payment of money from such accounts as may be established pursuant to this Resolution.

The Treasurer is authorized to affix his or her signature to such checks, drafts, or other drafts, not to exceed five thousand dollars ($5,000) by a device bearing an authorized facsimile of such signature.

Resolution Date: 
Friday, December 3, 1993