The Corporation shall be known as the PUBLIC BROADCASTING SERVICE (PBS).
2.1 Registered Office. The Corporation shall maintain a registered office in the City of Washington, District of Columbia.
2.2 Other Offices. The Corporation may also have offices at such other places, either within or without the District of Columbia, as the business of the Corporation may require.
3.1 Membership. Eligible organizations shall become Members upon application to the Corporation after such application is accepted by the Board of Directors.
No organization other than a noncommercial educational television broadcast station, as defined in the Communications Act of 1934, as amended, may be eligible for membership in the Corporation.
3.2 Representatives of Members. Each Member shall designate by appropriate official written documentation three representatives: (1) two lay representatives, each of whom shall be a member of that Member’s Board of Directors or its designated representative, or where appropriate the chief executive officer of an educational institution or his/her designee, but in no event a person who earns his/her livelihood as a noncommercial broadcast professional, and (2) a professional representative who shall be an officer or employee of the Member. Any one of the representatives, at Member’s designation, shall represent, vote and act for the Member in all affairs of the Corporation. Members may change their representatives at will and may appoint a substitute representative by giving written notice thereof to the Secretary of the Corporation. Member’s representatives shall cease to be representatives automatically if and when their terms of office or employment expire.
3.3 Membership Dues. The Corporation may assess such membership dues for Members as shall be determined by the Board of Directors.
3.4 Termination of Membership. Any Member may voluntarily terminate membership in the Corporation by giving written notice to such effect at least ninety (90) days in advance. Any Member shall cease to be such automatically upon termination or non-renewal of its station license or licenses. Any Member shall cease to be such thirty (30) days after receiving notice that the Board of Directors, for cause, has terminated that Member’s membership. Termination of membership shall not relieve Member of any outstanding obligations to the Corporation or third parties.
Meetings of Members
4.1 Annual Meetings. Annual meetings of the Members shall be held at least once each year to consider the Corporation’s annual reports and to transact such other business as may come before the meeting. The Chair of the Board and the Professional Vice Chair, in consultation with the PBS President, shall set the agenda for the annual meetings of the Members. Matters may also come before such meetings and be voted upon by the Membership when (1) a Member presents a petition outlining the specific issue(s) to be discussed and decided by the Membership and such petition has been signed by twenty percent (20%) or more of the Members and (2) such petition is received by the Secretary not later than four (4) weeks prior to the annual meeting. The Board of Directors shall determine the specific date of each annual meeting of the Members not later than sixty (60) days prior to the meeting date.
4.2 Special Meetings. Special meetings of the Members may be called at any time by the Board of Directors of its own accord or upon the request of twenty-five percent (25%) or more of the Members.
4.3Place and Notice of Meetings. Annual and special meetings of the Members shall be held in such location or locations as shall be determined by the Board of Directors. Notices of Members’ meetings shall be in writing, shall state the place, day and hour of the meeting (and in the case of a special meeting, the purpose or purposes for which called) and shall be delivered to all Members not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited with postage prepaid in the U.S. mails addressed to each Member as listed in the records of the Corporation.
4.4 Quorum and Chair. A majority of the Members, in person, shall constitute a quorum for the transaction of all business at any meeting of the Members, but any lesser number may adjourn any meeting from time to time until a quorum shall be present. Membership meetings shall be presided over by the Chair of the Board or, in his/her absence, by the Professional Vice Chair of the Board, or such other Director as the Chair of the Board or, in his/her absence, the Professional Vice Chair of the Board designates.
4.5 Voting. Except as provided in Article 5.3, each Member shall be entitled to only one vote on matters brought to the Membership for vote during meetings of the Members. All final votes taken during meetings of the Members will be by written ballot or electronic device. Final votes on matters brought before meetings of the Members shall be advisory to the Board of Directors and shall be reported to the Board of Directors on at least two bases: on the basis of one vote for each Member and on the basis of each Member’s proportionate contribution to PBS’s annual assessments. Voting by Members may be conducted by mail if so authorized by the Board of Directors.
4.6 Proxies. A Member may designate any officer or employee or lay representative of any Member as its designated representative for the purpose of voting at meetings of the Members; provided, however, that if such designated representative is someone other than that Member’s professional representative, the Secretary shall receive written notice of such designation not less than twenty-four (24) hours prior to the meeting.
Board of Directors
5.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors. The Board of Directors may delegate any of its functions as it sees fit.
5.2 Number and Classes of Directors. Except as provided in Article 5.4, the Board of Directors shall consist of thirty-five (35) Directors as follows:
Lay Directors—Eleven (11) Directors shall be lay representatives of Members, who shall be elected and appointed and shall serve as provided in Article V.
Professional Directors—Seventeen (17) Directors shall be professional representatives of Members, who shall be elected and appointed and shall serve as provided in Article V.
General Directors—Six (6) Directors shall be representatives of licensees or of the general public, who shall be elected and appointed and shall serve as provided in Article V.
Management Director—One (1) Director shall be the President, who shall be appointed and shall serve as provided in Article VII.
5.3 Election and Appointment of Directors. The election of Directors shall be by the Members. Each Member may vote for such number of nominees as shall be equal to the number of Directors to be elected, but may not cast more than one (1) vote for any single nominee. The Board of Directors will be elected and appointed as follows:
Lay and Professional Directors—Prior to each annual meeting of the Members, the Chair and Vice Chairs of the Board of Directors, with the concurrence of a majority of the Directors (including the Chair and Vice Chairs) shall appoint a MembersNominating Committee consisting of General Directors, and lay and professional representatives of Members, including representatives not then serving on the Board and representatives from different regional areas of the country. The Members Nominating Committee shall nominate such number of candidates as shall be at least equal to the number of Directors to be elected for the new terms immediately upcoming. In making such nominations, the Members Nominating Committee shall consider each nominee’s experience and qualifications and shall make such nominations as shall assure election to the Board individuals representing a balance of such factors as leadership ability, qualifications for service on the Board’s standing committees, and representation of different types and sizes of stations from different localities and areas, ethnic groups and gender. All Members shall be notified of the names of the Members Nominating Committee’s nominees, and the names of all other representatives of Members eligible for nomination, at least twenty-one (21) days prior to a date fixed by the Chair. Additional nominations may also be made by written nominating petitions from at least twenty-five (25) Members received by the Secretary prior to such date fixed by the Chair; provided, however, that a representative of a Member shall not be eligible for nomination by petition unless he/she would also have been eligible for nomination by the Members Nominating Committee. Voting shall be conducted by mail ballot after the Secretary has announced any such additional nominations by petition and before the next organizational meeting of the Board. Except as otherwise provided in Article 5.7, the term of each Director so elected shall commence at the next organizational meeting of the Board following his/her election.
General Directors—The Lay and Professional Directors shall elect the General Directors at the organizational meeting of the Board. Nomination, voting and other election procedures shall be as determined by the Board of Directors.
5.4 Transition Year. The Board of Directors as elected and serving on February 2, 1997, in accordance with the previous By-Laws (as amended September 15, 1993) shall serve from the time when these By-Laws are adopted until such time as their terms either expire, they resign or their successors are elected and qualified. Of the Directors to be elected to terms that begin at the 1997 organizational meeting of the Board, three (3) shall be Lay Directors, two (2) shall be General Directors, and six (6) shall be Professional Directors, in order that the Board of Directors serving from the 1997 organizational meeting of the Board to the 1998 organizational meeting of the Board shall consist of thirteen (13) Lay Directors, six (6) General Directors, fifteen (15) Professional Directors, and the Management Director.
5.5 Disqualification of Directors. A Lay and Professional Director who ceases to be a lay or professional representative of a Member shall be disqualified thereby from continuing to serve as such Director. A General Director shall not be disqualified from continuing to serve as such Director by reason of change in his/her employment or affiliation.
5.6 Vacancies of Directors. A vacancy in any class of Directors shall be filled by a substitute Director elected by the remaining Directors. Each substitute Director elected to a vacancy shall serve for the unexpired portion of the term of the Director for whom substituted.
5.7 Term of Directors. Each Director shall serve for three (3) years. All Directors may be reelected for one (1) additional term without any intervening period. A Director who has completed two (2) consecutive three-year terms may not be reelected for additional terms except after an intervening period of one (1) year. All Directors may continue to serve until their successors are elected and qualified. Service as a Director to complete an unexpired termupon election to a vacancy shall not be recognized as a term for the purpose of limiting service hereunder.
Absence by a Director from three (3) consecutive meetings of the Board and/or a Committee of which the Director is a member shall be considered resignation by that Director from the Board unless an absence was excused for cause by the Chair of the Board. The Chair shall notify the Executive Committee of all absences excused for cause.
5.8 Compensation of Directors. Directors shall receive no fees or other emoluments except for actual expenses incurred in connection with meetings of the Board of Directors or otherwise incurred in connection with corporate affairs.
5.9 Chair and Vice Chairs. The Board of Directors shall elect a Chair and a Professional Vice Chair and a Lay Vice Chair at each organizational meeting of the Board, or at such other time as there may be a vacancy; provided, however, that a Director shall not be elected to serve more than four (4) consecutive terms as Chair of the Board. The Lay Vice Chair shall preside over meetings of the Board of Directors in the absence of the Chair. The Professional Vice Chair shall preside over meetings of the Board of Directors in the absence of the Chair and Lay Vice Chair. The Chair and Vice Chairs of the Board of Directors shall continue to serve in such capacity until election of their respective successors.
Notwithstanding the provisions of Article 5.3 (Election and Appointment of Directors) and Article 5.7 (Term of Directors), which would otherwise apply to limit the terms of Directors and their eligibility for nomination for election, the Members Nominating Committee may at its discretion nominate for election by the Board as Chair at the next organizational meeting of the Board, a Director whose term would otherwise expire at that meeting, and may nominate such Director for reelection by the Members to an additional term of one (1) year. If the Members elect such Director to an additional term in accordance with Article 5.3, and if the Board elects such Director as Chair in accordance with this Article 5.9, then the limitation of Directors’ service to two (2) consecutive three-year terms provided in Article 5.7 shall be waived as to such Director, and such Director shall be eligible to serve the additional one-year term to which he/she has been elected; provided, however, that in no event shall a Director serve for more than eight (8) years without any intervening period.
5.10 Meetings. Regular meetings of the Board of Directors shall be held quarterly each year. One such meeting shall be the organizational meeting of the Board, which shall take place immediately following the annual meeting of the Members. Special meetings of the Board of Directors may be called by the Chair at his/her own behest or at the request of not less than five (5) other Directors. The organizational, regular and special meetings of the Board shall be held at the places, dates and times designated by the Chair. Notices of all meetings shall be mailed to each Director at least five (5) days in advance or sent by telecopy, electronic mail, or delivered personally at least three (3) days in advance. A waiver of notice in writing shall be deemed equivalent to such notice; attendance at a meeting shall be deemed waiver of notice except where attendance is for the sole purpose of objecting to the absence of notice. No notice is necessary for an adjourned meeting other than the announcement thereof at the meeting at which adjournment takes place.
5.11 Quorum and Voting. At each meeting of the Board of Directors, the presence of a majority of the Directors shall be necessary to constitute a quorum for the transaction of business. Except as otherwise specifically provided by statute, the Articles of Incorporation or the By-Laws, the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. A majority of the Directors present at any meeting, whether or not they comprise a quorum, may adjourn the meeting from time to time. Each Director shall be entitled to one vote in person, and may not exercise his/her voting rights by proxy, except that Directors may vote by mail if so authorized by the Board of Directors.
6.1 Executive Committee. The Board of Directors shall establish an Executive Committee to perform such functions as the Board may designate.
6.2 Finance, Budget and Audit Committee. The Board of Directors shall establish a Finance, Budget and Audit Committee to oversee the financial affairs of the Corporation.
6.3 Other Committees. The Board of Directors may establish such other committees as it may deem appropriate to perform such functions as it may designate, including but not limited to any joint committees established with the Corporation for Public Broadcasting or with the Association of America’s Public Television Stations.
7.1 Appointment. The President shall be appointed by the Board of Directors, and shall serve at its pleasure.
7.2 Function. The President shall be the chief executive officer of the Corporation, shall nominate the officers of the Corporation, shall appoint an appropriate staff to administer the affairs of the Corporation, and shall have such other authority and perform such other duties as may be determined by the Board of Directors. The President shall be a member of the Board of Directors.
7.3 Disqualification. The President shall be disqualified from continuing to serve as a Director upon the termination of his/her appointment as President.
7.4 Compensation. The President shall be a salaried employee of the Corporation, and shall receive such compensation as the Board of Directors may determine.
Other Corporate Officers
8.1 Secretary. The Secretary shall be appointed by the Board of Directors upon the joint recommendation of the Chair of the Board of Directors and the President. The Secretary shall be custodian of the corporate seal, maintain the corporate records, prepare and serve the corporate notices, and keep the minutes of all Members’ and Directors’ meetings.
8.2 Treasurer. The Treasurer shall be appointed by the Board of Directors upon the recommendation of the President. The Treasurer shall keep the financial books and records of the Corporation, deposit corporate funds and make appropriate payments, maintain proper records of monies received and spent, and submit to the Board of Directors an annual statement of accounts.
8.3 Additional Corporate Officers. Additional corporate officers may be appointed for the Corporation from time to time by the Board of Directors upon the recommendation of the President.
Contracts, Loans, Checks and Bank Accounts
9.1 Contracts. To the extent the Board of Directors may specifically authorize, any person may on behalf of the Corporation prepare proposals for contracts with any person, firm or other entity, sign contracts between the Corporation and any such person, firm or other entity, execute bonds and undertakings required for the faithful performance of such contracts, and deliver vouchers and receipts in connection therewith.
9.2 Loans. To the extent the Board of Directors may specifically authorize, any two persons, acting together, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any person, firm or other entity, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation. No such persons shall, however, for the purposes of giving security for any such loan or advance, mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Corporation except when specifically authorized by resolution of the Board of Directors.
9.3 Checks, Drafts, Etc. All checks, drafts, orders for payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined by resolution of the Board of Directors from time to time.
9.4 Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any person to whom such power may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.
The Corporation shall have a corporate seal, which shall be in the form adopted by the Board of Directors.
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
The accounts of the Corporation shall be audited annually in accordance with generally accepted auditing standards by independent certified public accountants. Copies of the report of such audit shall be furnished to all Members at or before the annual meeting of the Members.
Indemnification of Directors
The Corporation may indemnify each and every person against any and all expenses and liabilities incurred by such person or imposed on such person in connection with any claim, action, suit or proceeding (whether actual or threatened, brought by or in the right of the Corporation or otherwise, civil, criminal, administrative or investigative, including appeals) to which such person may be or is made a party by reason of such person’s being or having been a director, officer, or employee of the Corporation, or at its request of any other corporation, whether for profit or not for profit; provided, however, that there shall be no indemnification in relation to matters as to which such person shall be adjudged in such claim, action, suit or proceeding to be liable for such person’s own negligence or misconduct in the performance of such person’s duty to the Corporation or such other corporation and, in the case of any criminal action or proceeding, that such person had reasonable cause to believe such person’s conduct was unlawful.
Any such person shall be entitled to indemnification as of right (i) if such person has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding, or (ii) except as herein above provided, in respect of matters as to which the Board of Directors, acting by a quorum consisting of Directors not parties to such claim, action, suit or proceeding, or a court or independent legal counsel shall have determined that such person acted in good faith for a purpose which such person reasonably believed to be in the best interests of the Corporation or such other corporation and, in addition, in the case of any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. The Board of Directors or such court or independent counsel shall have the power to determine that such person is entitled to indemnification as to some matters even though such person is not so entitled as to others. The termination of any claim, action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not in itself create a presumption that any such person did not act in good faith for a purpose which such person reasonably believed to be in the best interests of the Corporation and, in the case of any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees, costs and disbursements, and judgments, fines or penalties against and amounts paid in settlement by such person. The Corporation may advance expenses to, or where appropriate may itself at its expense undertake the defense of, any such person; provided, however, that such person shall have undertaken to repay or to reimburse such expenses if it should be ultimately determined that such person is not entitled to indemnification under this Article. Payments of indemnification made pursuant to this Article shall be reported to the Members in the next Members’ meeting or otherwise.
The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.
The rights of indemnification as provided for in this Article shall not be deemed to exclude any other rights to which such person may be entitled, under any provision of law, by-law, Articles of Incorporation, agreement, vote of a board of directors, stockholders or members, or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law. Indemnification as provided for in this Article shall inure to the benefit of the heirs, executors, administrators, or other legal representatives of such person.
If any part of this Article shall be found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
These By-Laws may be altered, amended, or repealed, and new By-Laws be adopted, by the affirmative vote of two-thirds or more of the Board of Directors; provided that (a) any such action may be taken only at meetings of the Board of Directors called for such purpose; (b) the notice of such meetings 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 meetings shall be sent by mail, telecopy, electronic mail, or delivered personally to each Director at least ten (10) days before the date on which the meetings are to be held. Any amendment of the By-Laws altering the classes or number of members or Directors, or the terms of Directors, shall also require the approval of a majority of the Members voting.
At an annual meeting of Members, any amendment of the By-Laws altering the classes or number of Members or Directors, or the terms of Directors, may be presented by a Member and be adopted by two-thirds of the Members voting; provided that no later than ninety days preceding such annual meeting, written notice (stating the substance of the By-Law to be made or repealed, or of the alteration or amendment) shall be mailed to the Secretary of the Corporation for inclusion in the notice to be sent all Members pursuant to Section 4.3.
Adopted by Board of Directors:
November 27, 1979
Amended July 1, 1981
Amended June 27, 1982
Amended January 30, 1987
Amended August 24, 1989
Amended September 15, 1993
Amended February 2, 1997
Amended February 6, 2000
Copyright 2000 American University