§733. Directors and officers

(a) Board of directors; qualifications; chairman; appointment by President; term; election by stockholders; percentage of stock ownership determining right to elect; cumulative voting; amendment of articles of incorporation; bylaws for national emergencies

The corporation shall have a board of directors consisting of fifteen individuals who are citizens of the United States, of whom one shall be elected annually by the board to serve as chairman. Three members of the board shall be appointed by the President of the United States, by and with the advice and consent of the Senate, effective the date on which the other members are elected, and for terms of three years or until their successors have been appointed and qualified, and any member so appointed to fill a vacancy shall be appointed only for the unexpired term of the director whom he succeeds. The remaining twelve members of the board shall be elected annually by the stockholders. Six of such members shall be elected by those stockholders who are not communications common carriers, and the remaining six such members shall be elected by the stockholders who are communications common carriers, except that if the number of shares of the voting capital stock of the corporation issued and outstanding and owned either directly or indirectly by communications common carriers as of the record date for the annual meeting of stockholders is less than 45 per centum of the total number of shares of the voting capital stock of the corporation issued and outstanding, the number of members to be elected at such meeting by each group of stockholders shall be determined in accordance with the following table:

No stockholder who is a communications common carrier and no trustee for such a stockholder shall vote, either directly or indirectly, through the votes of subsidiaries or affiliated companies, nominees, or any persons subject to his direction or control, for more than three candidates for membership on the board, except that in the event the number of shares of the voting capital stock of the corporation issued and outstanding and owned either directly or indirectly by communications common carriers as of the record date for the annual meeting is less than 8 per centum of the total number of shares of the voting capital stock of the corporation issued and outstanding, any stockholder who is a communications common carrier shall be entitled to vote at such meeting for candidates for membership on the board in the same manner as all other stockholders. Subject to the foregoing limitations, the articles of incorporation of the corporation shall provide for cumulative voting under section 327(d) ¹ of the District of Columbia Business Corporation Act (D.C. Code, sec. 29–327(d)). The articles of incorporation of the corporation may be amended, altered, changed, or repealed by a vote of not less than 662/3 per centum of the outstanding shares of the voting capital stock of the corporation owned by stockholders who are communications common carriers and by stockholders who are not communications common carriers, voting together, if such vote complies with all other requirements of this chapter and of the articles of incorporation of the corporation with respect to the amendment, alteration, change, or repeal of such articles. The corporation may adopt such bylaws as shall, notwithstanding the provisions of section 336 ² of the District of Columbia Business Corporation Act (D.C. Code, section 29–336(d)),³ provide for the continued ability of the board to transact business under such circumstances of national emergency as the President of the United States, or the officer designated by him, may determine, after February 18, 1969, would not permit a prompt meeting of a majority of the board to transact business.

(b) President of corporation; designation and appointment of other officers; compensation; United States citizenship of officers; dual salary prohibition

The corporation shall have a president, and such other officers as may be named and appointed by the board, at rates of compensation fixed by the board, and serving at the pleasure of the board. No individual other than a citizen of the United States may be an officer of the corporation. No officer of the corporation shall receive any salary from any source other than the corporation during the period of his employment by the corporation.

( Pub. L. 87–624, title III, §303, Aug. 31, 1962, 76 Stat. 423 ; Pub. L. 91–3, §1, Mar. 12, 1969, 83 Stat. 4 ; Pub. L. 103–414, title III, §303(b)(1), Oct. 25, 1994, 108 Stat. 4296 .)

Amendments

1994-Subsec. (a). Pub. L. 103–414 substituted "section 327(d)" for "section 27(d)", "sec. 29–327(d)" for "sec. 29–911(d)", "section 336" for "section 36", and "section 29–336(d)" for "sec. 29–916d".

1969-Subsec. (a). Pub. L. 91–3 specified number of directors on the board at fifteen, substituted provisions that three members appointed by the President serve for a term of three years each for provisions that such appointees serve terms of one, two, and three years, respectively, set forth formula authorizing election of directors by carriers and noncarriers to be based upon their respective percentage of ownership of the outstanding capital stock, provided a method for amending, altering, changing, or repealing the articles of incorporation, and authorized board to adopt bylaws permitting the corporation to transact business in future national emergencies.

Meeting of Board Subsequent to March 12, 1969, for Election of Directors; Term of Office

Section 2 of Pub. L. 91–3 authorized a meeting of the corporation's stockholders as soon as practicable after Mar. 12, 1969, to elect 12 members of the board of directors, pursuant to subsec. (a) of this section, to serve until the next annual meeting of stockholders or until their successors have been elected and qualified.

Status and Authority of Board Members Elected Prior to March 12, 1969

Section 3 of Pub. L. 91–3 provided that: "The status and authority of the members of the board of directors of the Communications Satellite Corporation who were elected to the board before the date of the enactment of this Act [March 12, 1969] and who are serving as members of the board on such date shall not be in any way impaired or affected until their successors have been elected and qualified in accordance with section 2 of this Act [set out as a note above]."

Section Referred to in Other Sections

This section is referred to in section 702 of this title.

¹ So in original. Probably should be "27(d)".

² So in original. Probably should be "36".

³ So in original. Probably should be "29–336),".