the board, and that they abstain from the discussion and vote upon any such matter. The term "substantial financial interest" is not defined. It is intended that it will be defined in the bylaws (sec. 3.14). The bylaws also have other provisions bearing on conflicts of interest, including provision for a committee on contracts with affiliated persons (sec. 4.02), which would pass on any contract in which a director or officer of the corporation had a substantial financial interest. These provisions are believed to conform to the best corporate practice, and to afford adequate safeguards for any particular problems that the corporation may face. Section 8.08. Reimbursement.-This section authorizes the board of directors as permitted by section 19 of the District of Columbia Corporation Act (D.C. Code § 29-908f) to reimburse the incorporators and others for reasonable expenses incurred by them in connection with the organization of the corporation. Section 8.09. Reports. This section incorporates the requirement of section 404 (b) of the Satellite Act, that the corporation submit to the President and to Congress, annually and at such other times as it deems desirable, a comprehensive and detailed report of its operations, activities, and accomplishments under the Satellite Act. Section 8.10. Officers.-Section 303 (b) of the Satellite Act provides that the corporation shall have a president and such other officers as may be appointed by the board. Section 43 of the District of Columbia Corporation Act (D.C. Code § 29-919) provides that the officers shall consist of a president, one or more vice presidents, a secretary and a treasurer, and such other officers and assistant officers and agents as the board may elect or appoint. Section 8.10 of the articles does not duplicate the foregoing statutory provisions but specifies that all officers of the corporation must be citizens of the United States, and that no officer may receive any salary from any source other than the corporation. These provisions are in accordance with the second and third sentences of section 303 (b) of the Satellite Act. ARTICLE IX Section 9.01. Registered office and agent.-Section 10 of the District of Columbia Corporation Act (D.C. Code § 29-907) requires that a District of Columbia corporation have a registered office (which may but need not be the same as its principal place of business) and a resident agent which may be an individual or a corporation having a business office identical with the registered office. Section 47 of the District of Columbia Corporation Act (D.C. Code § 29-921a) requires, as the 10th item to be included in articles of incorporation, the address of the "initial registered office" and the name of the "initial registered agent at such address." Section 9.02. Principal place of business.-Section 47 of the District of Columbia Corporation Act (D.C. Code § 29-921a) does not require that the articles of incorporation set forth the principal place of business of the corporation. However, the form prescribed by the Superintendent of Corporations does require such a statement. Section 3 of the District of Columbia Corporation Act (D.C. Code § 29-903) provides that no corporation may be organized under the act "unless the place where it conducts its principal business is located within the District of Columbia." Under Murphy v. Washington American League Baseball Club, Inc. (167 F. Supp. 215 (1958), affirm'd 267 F. 2d 655, 105 App. D.C. 378), it has been held that once a corporation has been organized under the District of Columbia Corporation Act with a principal place of business in the District of Columbia, its principal place of business may thereafter be located outside the District of Columbia. ARTICLE X Section 10.01. Initial board.-Section 47 of the District of Columbia Corporation Act. (D.C. Code § 29-921a) requires, as the 11th item to be included in articles of incorporation, the number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors have been elected and qualify. Section 33 of the District of Columbia Corporation Act (D.C. Code § 29-916a) also specifies that the number constituting the first board shall be fixed by the articles. Section 302 of the Satellite Act provides that the incorporators appointed by the President shall serve as the initial board of directors until the first annual meeting of shareholders or until their successors are elected and qualified. Section 10.01 of the articles provides that the number of directors constituting the initial board is 12 (the number of incorporators). It lists the names and addresses of the 12 incorporators as being the persons who are to serve as directors until the first annual meeting of shareholders. To provide for additions to the initial board and for the filling of vacancies, section 10.02 provides that any additional person who may hereafter be appointed by the President as an incorporator pursuant to section 302 of the Satellite Act will automatically become a member of the initial board. ARTICLE XI Section 11.01. Incorporators.-Section 46 of the District of Columbia Corporation Act (D.C. Code § 29-921) provides that three or more natural persons of the age of 21 years or more may act as incorporators by signing, verifying, and filing articles of incorporation. Section 47 (1) of the District of Columbia Corporation Act (D.C. Code § 29-921a) requires, as the 12th item in articles of incorporation, the name and address of each incorporator. Section 11.01 of the articles lists three incorporators. They are 3 of the 12 appointed by the President pursuant to section 302 of the Satellite Act. The 3 persons who executed the articles as incorporators were duly authorized and directed by the full board of 12 incorporators to do so, as stated in the preamble. ARTICLE XII Section 12.01. Amendments.-Section 53 of the District of Columbia Corporation Act (D.C. Code § 29-921g) authorizes articles of incorporation to be amended, before the acceptance of any subscriptions to shares, by all of the living or competent incorporators who signed the original articles of incorporation. Section 54 of the District of Columbia Corporation Act. (D.C. Code § 29-921h) authorizes the following procedure for amendments after acceptance of subscription to shares: (a) Adoption of a resolution by the board of directors setting forth the proposed amendments; (b) Notice to each shareholder entitled to vote; and (c) Approval by the holders of at least two-thirds of the outstanding shares entitled to vote (or of each class of shares entitled to vote as a class). Section 302 of the Satellite Act directs the incorporators appointed by the President to take necessary actions to establish the corporation, including the filing of articles of incorporation, as approved by the President. The Satellite Act does not require Presidential approval of amendments of the articles. The original articles, however, do not authorize the full amount of stock that will be necessary for the initial stock offering; only a nominal number of shares is authorized for purposes of qualifying the corporation to do business. Accordingly, section 12.01 of the articles provides that any amendment before the initial offering of common stock must be approved by the President. Any amendment thereafter will not require the President's approval, but, as in the case of amendments of the bylaws (sec. 8.06), prior notice must be given to the Attorney General, the Chairman of the FCC, and such other officials as the President may designate. The prior notice provision is designed to enable the executive branch of the Government to make its views known on any proposed amendment, without suggesting that the Government may veto proposals that the board and the shareholders wish to adopt. INDEX A Activities and accomplishments under the Communications Satellite Act, Page. report on__. Anderson, Senator Clinton P., chairman, opening statement_ (See Justice Department.) B 35-43 1 43-51 Biographies of incorporators__ 2-16 Biography of Statement of_. Feldman, George J. Sundlun, Bruce G--- Case, Senator Clifford P., letter from. Charyk, Dr. Joseph V., incorporator and president, Communications Satellite Corp_-- Clarifications submitted for the record (see also Statements): Communications Satellite Act_. Communications Satellite Corp.: 21 Activities of incorporators, memorandum on.... Amendments, none recommended_ Articles and bylaws, preparation of_ Congress cannot change_. Articles of incorporation (February 1, 1963). Bylaws of (February 4, 1963) – Carriers could elect six directors without owning half of stock_. Kennedy, John F., President of the United States, letter from_. Language of act is permissive.. NASA, cooperation with__ NASA should continue research and development_ Dealings with, subject to negotiation-- Nature of corporation, statement by incorporators on. Office equipment--- Office space, leasing of.... Principal officers, corporation names two_. Rand reports, discussion of. Reimbursable question undecided_‒‒‒‒ 17, 19 3 111 98 83, 85, 87, 91 29-35 40 76 63 92 43-51 51-63 65 64 91 29-35 85 93 74 86 78 66 77 79 23-28 82 106 66 73 90 90 89 83 78 26 82 80 125 Communications Satellite Corp.-Continued Compensation to directors, method of computing. Incorporators, statement on__ Research contracts, corporation might have income from___. Research that is in national interest, Government should continue with___. "Reserve," meaning of word.. Salaries: Commitments on.. Question of____ Responsibility of.. Salaries in the communications industry Easy pickings___. "Statute of limitations" imposed by incorporators. Stockholders and general public, corporation has duty to-- No guess on when initial stock offering will be made... Summary of the work of the incorporators--- U.S. Government agencies participating in discussions of articles of incorporation and bylaws, list of.. Wilmer, Cutler & Pickering, letter from.. 101 Connor, John T., incorporator, biography of. Cutler, Lloyd, attorney- E Engle, Senator Clair, statement of, in behalf of incorporators__. 16 F Feldman, George J., incorporator. Biography of Clarification for record. Statement of. G Graham, Beardsley, incorporator, biography of. H Harris, Sam, incorporator, biography of.. Holland, Senator Spessard L., statement in behalf of incorporators---‒‒‒ J Jurisdiction, nomination of incorporators_. K Kaiser, Edgar F., incorporator, biography of.. 7 Keating, Senator Kenneth B., statement in behalf of incorporators__. Letter from Letter of transmittal_. Kennedy, Robert F., Attorney General, letter from___. Report to the Congress of activities under the Communications Satellite Act.. Killion, George L., incorporator, biography of- Kuchel, Senator Thomas H., letter from...- |