
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 23, 2000]
[Document not affected by Public Laws enacted between
  January 23, 2000 and December 4, 2001]
[CITE: 47USC733]

 
          TITLE 47--TELEGRAPHS, TELEPHONES, AND RADIOTELEGRAPHS
 
               CHAPTER 6--COMMUNICATIONS SATELLITE SYSTEM
 
          SUBCHAPTER III--COMMUNICATIONS SATELLITE CORPORATION
 
Sec. 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:

------------------------------------------------------------------------
                                             The number of
 When the number of shares                   members which     And the
   of the voting capital                     stockholders     number of
 stock of the corporation                       who are        members
issued and outstanding and   But not less   communications   which other
 owned either directly or       than--          common      stockholders
       indirectly by                         carriers are   are entitled
   communications common                      entitled to     to elect
  carriers is less than--                     elect shall    shall be--
                                                 be--
------------------------------------------------------------------------
45 per centum.............  40 per centum             5              7
40 per centum.............  35 per centum             4              8
35 per centum.............  25 per centum             3              9
25 per centum.............  15 per centum             2             10
15 per centum.............  8 per centum              1             11
8 per centum..............  ..............            0             12
------------------------------------------------------------------------

    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 66\2/3\ 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.
---------------------------------------------------------------------------
    \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),''.
---------------------------------------------------------------------------

(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, Sec. 303, Aug. 31, 1962, 76 Stat. 423; Pub. 
L. 91-3, Sec. 1, Mar. 12, 1969, 83 Stat. 4; Pub. L. 103-414, title III, 
Sec. 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 [Mar. 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.
