Bylaws of Independent Television Service Inc.

As revised through Dec. 8, 1990

Following up on 1988 legislation that they had lobbied for, independent producers and their advocates incorporated ITVS in 1969 [see Articles of Incorporation] and it began operations in 1991.

ARTICLE I
BOARD OF DIRECTORS

1. Function and Definitions. The affairs of the corporation shall be managed by the Board of Directors. The use of the word “director” or “directors” herein refers to a member or members of the Board of Directors, and the use of the phrase “full Board” herein refers to the total number of directors which the corporation would have if there were no vacancies on the Board of Directors.

2. Qualifications. Each director shall be a natural person of at least eighteen years of age and shall meet the qualifications set forth in Article FIFTH (D) of the Articles of Incorporation. A director need not be a resident of the District of Columbia.

3. Term, Succession and Selection.

a. Term. The initial Board of Directors shall consist of the directors named in the Articles of Incorporation, who shall hold office for the terms specified therein and until their successors have been elected and qualified. Thereafter, directors shall serve for terms of two years, and the terms of office of the directors shall be staggered by dividing the Board of Directors into two classes of as nearly equal size as possible, with the terms of office of all of the directors of one class to expire together.

b. Successor Directors. Successor directors to succeed directors whose terms have expired or to fill any vacancies in the Board of Directors shall be selected in accordance with the provisions of Article FIFTH of the Articles of Incorporation.

c. Procedures for Selection.

(i) On or before April 1 of each year commencing in 1991, or as soon as possible but no later than 45 days after a vacancy on the Board of Directors has been declared or noted by the Board, the representative association shall name and submit to the Corporation for Public Broadcasting (“CPB”) for approval a slate of successor directors to succeed the class of directors whose terms are to expire at that year’s annual meeting or, in the case of a vacancy, to fill the unexpired balance of the term of the predecessor director(s).

(ii) Said slate shall be deemed approved by CPB unless CPB notifies the representative association in writing within 45 days (30 days in the case of filling a vacancy) that it has not approved the slate for either or both of the reasons provided for in Paragraph (E) of Article FIFTH of the Articles of Incorporation, and communicates to the representative association the specific reasons for CPB’s determination.

(iii) The representative association shall respond as appropriate within 20 days to any notice that CPB has not approved a slate and to CPB’s reasons therefor. Such response may consist of or include, if appropriate, submission to CPB by the representative association of a slate (which may include persons previously named). CPB shall, within 20 days thereafter, notify the representative association whether CPB is in agreement with the representative association’s response, and if not, the representative association and CPB shall immediately negotiate a resolution of their differences.

(iv) Upon CPB’s approval of a slate of successor directors selected by the representative association pursuant to either of subparagraphs (ii) or (iii) above, the slate shall be submitted to the Board of Directors for approval. Said slate shall be deemed approved by the Board of Directors, and the Board shall declare the slate duly appointed, unless the Board notifies the representative association and CPB in writing within 45 days (30 days in the case of filling a vacancy) that it has not approved the slate for either or both of the reasons provided for in Paragraph (F) of Article FIFTH of the Articles of Incorporation and communicates to the representative association and CPB the specific reasons for the Board’s determination.

(v) The representative association and CPB shall respond as appropriate within 30 days to any notice that the Board of Directors has not approved a slate and to the Board’s reasons therefor. Such response may consist of or include, if appropriate, preparation by the representative association of a slate (which may include persons previously named) for resubmission to the Board of Directors after CPB approval thereof. The Board shall, within 20 days thereafter, notify the representative association and CPB whether the Board is in agreement with such response, and if not, the representative association and CPB shall make good faith attempts to resolve the objections raised by the Board.

(vi) Notwithstanding the foregoing, if at any time, after good faith consideration and good faith attempts to resolve the objections raised by the Board of Directors, the representative association and CPB determine that agreement with the Board on a slate of successor directors is not feasible, then the representative association and CPB may jointly certify to the Board a slate (which may consist of or include persons previously named) as satisfying the requirements of Paragraph (D) of Article FIFTH of the Articles of Incorporation. Upon such certification, that slate shall be deemed duly appointed and the appointees shall take office forthwith in respect of a vacancy, or otherwise upon the expiration of the terms of the directors they are to succeed.

(vii) In the event that the process for appointment of a slate of successor directors has not been completed by the time of the scheduled expiration of the terms of the class of incumbent directors that such slate is to succeed, all of such incumbent directors shall remain in office until such time as the entire slate of successor directors has been approved and takes office. Until the process for appointment of a slate of successor directors to fill vacancies on the Board of Directors has been completed, all vacancies respecting such slate shall remain unfilled until such time as the entire slate of successor directors has been approved and takes office.

4. Meetings.

a. Time. The Board of Directors shall hold the annual meeting of the corporation on the third Tuesday of October in each year, commencing in 1990, or as otherwise fixed by resolution of the Board. Other meetings shall be held at such time as the Board shall fix. The first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

b. Place. Meetings shall be held at such place within or without the District of Columbia as shall be fixed by the Board. Directors may participate in a meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall, to the extent permitted by law, constitute presence in person at such meeting.

c. Call. No call shall be required for regular or annual meetings for which the time and place have been fixed. Special meetings may be called by the President, by a Vice-President, if any, by a majority of the directors, or by the Chair or Vice Chair of the Board, if any.

d. Notice or Actual or Constructive Waiver of Notice. No notice shall be required for regular or annual meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Notice of any adjournment of a meeting of the Board of Directors to another time or place because a quorum is not present shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting. A director’s attendance at any meeting shall constitute a waiver of notice of such meeting, excepting such attendance at a meeting by such director for the purpose of objection to the transaction of business because the meeting is not lawfully called or convened.

e. Quorum and Action. Except as may otherwise be provided by the Articles of Incorporation and these Bylaws, a majority of the directors then in office, but no fewer than one-third of the full Board, shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise provided by the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, the vote of a majority of the directors present at the time of a vote if a quorum is present at such time, shall constitute the act of the Board. If the Board has selected a director to serve as Chair at meetings of the Board, such director, if present and acting, shall preside at all meetings; otherwise, the Vice Chair, if present and acting, shall preside, or in the absence of both the Chair and Vice Chair, the President, if present and acting, or any other director chosen by the Board, shall preside.

f. Attendance. Each director shall, insofar as is possible, attend all meetings of the Board of Directors. Absence from a majority of any five consecutive meetings of the Board of Directors shall be deemed to constitute a director’s resignation from the Board of Directors, which shall take effect immediately unless the Board of Directors affirmatively decides that the director be retained, subject to such terms and conditions as the Board of Directors may deem appropriate.

5. Removal of Directors. Any director or directors may be removed for cause by a two-thirds vote of the directors then in office, provided that notice thereof is given to all directors reasonably in advance of the meeting at which such vote is taken.

6. Committees. The Board of Directors, by resolution adopted by a majority of the directors then in office, may designate from their number two or more directors to constitute an Executive Committee and other committees, each of which, to the extent provided in the resolution designating it, shall have and exercise the authority of the Board of Directors. Other committees not having and exercising the authority of the Board of Directors in the management of the affairs of the corporation as aforesaid may be designated and appointed by a resolution or resolutions adopted by a majority of the directors present at a meeting at which a quorum is present. Each director is expected to participate in, and to bear an equitable portion of the burdens of, the work of committees of the Board of Directors.

7. Written Action. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors.

8. Conflicts of Interest. In order to maintain strict objectivity and to avoid any conflict of interest or impropriety, or the appearance thereof, in connection with the activities of the corporation, members of the Board of Directors shall adhere to the following standards of conduct:

a. The corporation and its Directors shall at all times observe strictly all provisions of law and all regulations applicable to the corporation with respect to interested director transactions and other potential conflicts of interest.

b. No Director shall, while in office, participate in any way in the preparation, presentation, or prosecution of any application by any person, firm, institution or other entity with which such Director is affiliated, for funding by or through the corporation or upon which application the corporation is otherwise required to pass any judgment or evaluation.

c. No Director shall participate in any way on behalf of the corporation in the processing, evaluation, approval or disapproval of any application for funding by or through the corporation or upon which application the corporation is otherwise required to pass any judgment or evaluation, where such application has been made by any person, firm, institution or other entity with which such Director is affiliated, for funding by or through the corporation or upon which application the corporation is otherwise required to pass any judgment or evaluation.

d. Directors shall refrain from taking any other actions which would or could create the appearance of any impropriety or lack of impartiality in the work and actions of the corporation, including without limitation, the use of confidential information acquired as a result of their service for any personal financial or other gain, or the acceptance of any gift or emolument from any person or entity which transacts business with or receives funding from the corporation.

e. For purposes of the interpretation and application of these standards, a Director shall be regarded as being affiliated with any person with whom such Director has a family relationship, and with any person, firm, institution or other entity with which such Director presently has or within the preceding three years has had a romantic, financial, employment, collegial or mentorial relationship, or to which such Director is or within the preceding three years was connected as a director, officer, employee, trustee, or in any like capacity, or with respect to which there exists or has previously existed any other relationship that would or could interfere, or appear to interfere, with the ability of such Director to act in an impartial manner so that any actions or decisions made by such Director with respect to or affecting such other person, firm, institution or entity would be rendered solely on the merits thereof.

f. Each Director shall, upon taking office and thereafter as and when requested, provide the corporation with such information as it may require in order to take appropriate steps to avoid potential conflicts of interest.

ARTICLE II
OFFICERS

1. Election or Appointment. The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and may elect or appoint a director to serve as Chair at meetings of the Board, a Vice Chair, one or more Vice- Presidents, and such other executive, managerial, fiscal, and assistant officers as it deems necessary for the corporation. Assistant officers may be appointed or chosen in such manner as the Board of Directors shall determine. The officers of the corporation may be designated by such titles as may be permitted by the provisions of the District of Columbia Nonprofit Corporation Act and as may be determined by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and of Secretary.

2. Term of Office. The term of office of any officer shall not exceed three years. Unless otherwise provided in the resolution of election or appointment or other instrument choosing or appointing any officer, each officer shall hold office until the the next annual meeting of the corporation.

3. Powers. Officers shall have the powers and duties defined in the resolution or the instrument electing, appointing or choosing them, as the case may be.

4. Removal of Officers. The Board of Directors may remove any officer whenever in its judgment the best interests of the corporation will be served thereby.

5. Conflicts of Interest. In order to maintain strict objectivity and to avoid any conflict of interest or impropriety, or the appearance thereof, in connection with the activities of the corporation, all officers of the corporation shall adhere to the standards of conduct prescribed with respect to the Board of Directors in Paragraph 8 of Article I of these Bylaws.

ARTICLE III
MISCELLANEOUS

1. Books and Records. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors, and of any committee having the authority of the Board of Directors.

2. Registered Office and Agent. The address of the initial registered office of the corporation and the name of the initial registered agent of the corporation are set forth in the Articles of Incorporation.

3. Corporate Seal. The corporate seal shall be in the form prescribed by the Board of Directors and exemplified below:

4. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

5. Construction of Bylaws. In the construction of these Bylaws references to the singular shall, whenever appropriate in context, include the plural; and references to the plural shall, whenever appropriate in context, include the singular.

6. Conflicts of Interest. In order to maintain strict objectivity and to avoid any conflict of interest or impropriety, or the appearance thereof, in connection with the activities of the corporation, the corporation shall promulgate and enforce standards of conduct applicable to employees and panelists, which shall be similar to those prescribed with respect to the Board of Directors and officers of the corporation in these Bylaws.

7. Indemnification of Directors and Officers.

a. Indemnification Permitted. The corporation may, to the extent permitted by law, reimburse or otherwise indemnify any director or officer of the corporation against damages, judgments, settlements, and reasonable costs, charges and expenses, including attorneys’ fees, incurred as a result of any action, suit or proceeding brought, or threatened to be brought, against such person by reason of serving as a director or officer of the corporation, except that reimbursement or other indemnification shall not be provided in relation to matters as to which such director or officer is adjudged in such action, suit or proceeding to be liable to the corporation for breach of any duty to it.

b. Insurance. The corporation may, to the extent permitted by law, purchase and maintain insurance (i) to indemnify and reimburse the corporation for any obligation, cost or expense which it incurs as a result of the indemnification of directors and officers of the corporation, and (ii) to indemnify directors and officers against damages, judgments, settlements, and costs, charges and expenses, including attorneys’ fees, incurred as a result of any actions, suits or proceedings brought, or threatened to be brought, against such person by reason of serving as a director or officer of the corporation.

c. Indemnification Required. The corporation shall provide, upon the request of any director or officer, such reimbursement or other indemnification as is permitted in Paragraph a above, to the extent that there is in effect insurance providing for reimbursement of the corporation for amounts paid to indemnify said director or officer in accordance with this Section.

Source: Scanned from a document provided by ITVS.

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