SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 1997
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COMSAT Corporation
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(Exact name of Registrant as specified in Charter)
District of Columbia 1-4929 52-0781863
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
6560 Rock Spring Drive, Bethesda, MD 20817
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (301) 214-3000
Not applicable.
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(Former name or former address, if changed since last report).
<PAGE>
Item 5. Other Events
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On April 18, 1997, the Board of Directors of COMSAT Corporation (the
"Corporation") adopted certain amendments to the Corporation's By-laws. The
following description of the amendments does not purport to be complete and
is qualified in its entirety by reference to the By-laws, as amended, which
are attached hereto as Exhibit 3.2 and incorporated herein by reference.
The text of Exhibit 3.2 is marked to reflect the additions and deletions
effected by the amendments.
The amendments, which are effective immediately, require that
shareholders provide advance notice of director nominations or proposals
which they would like to have brought before an annual meeting of
shareholders. Per the amendments, a shareholder generally must deliver
certain information concerning himself and any director nomination or
shareholder proposal to the Corporation not less than 60 nor more than 90
days prior to the anniversary date of the immediately preceding annual
meeting of shareholders (the "Anniversary Date"). In the event that the
annual meeting is scheduled to be held on a date more than 30 days before
or after the Anniversary Date, such information must be received by the
Corporation no later than the close of business on the 10th day following
the day on which notice of the date of the annual meeting was mailed or
public disclosure of the date of the annual meeting was made, whichever
first occurs.
On April 21, 1997, the Corporation issued a press release announcing,
among other things, the By-law amendments. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference. As
stated in the press release, the Corporation's Annual Meeting of
Shareholders has been scheduled for August 15, 1997.
Item 7. Financial Statements and Exhibits
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(c) Exhibits (listed according to the number assigned in Item 601 of
Regulation S-K).
Exhibit No. Description
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3.2 By-laws of the Corporation, as amended
through April 18, 1997.
99.1 Press Release dated April 21, 1997.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
COMSAT Corporation
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By: /s/ Alan Korobov
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Alan Korobov
Controller
Date: April 21, 1997
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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3.2 By-laws of the Corporation, as amended
through April 18, 1997.
99.1 Press Release dated April 21, 1997.
BY-LAWS
OF
COMSAT Corporation
(as amended through April 18, 1997)
<PAGE>
Table of Contents
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Page
ARTICLE I Offices.................................. 1
Section 1.01 Registered Office........................ 1
Section 1.02 Other Offices............................ 1
ARTICLE II Shareholders............................. 1
Section 2.01 Meetings................................. 1
Section 2.02 Annual Meeting........................... 1
Section 2.03 Special Meetings......................... 3
Section 2.04 Adjournments............................. 3
Section 2.05 Notice or Waiver of Notice............... 3
Section 2.06 Quorum................................... 3
Section 2.07 Organization............................. 4
Section 2.08 Order of Business........................ 4
Section 2.09 Voting--Voting List--Proxies............. 4
Section 2.10 Inspectors of Votes...................... 5
Section 2.11 Election of Directors.................... 6
Section 2.12 Appointment of Independent Public
Accountants............................ 8
ARTICLE III Board of Directors....................... 9
Section 3.01 General Powers........................... 9
Section 3.02 Number, Term of Office and
Qualifications......................... 9
Section 3.03 The Chairman of the Board................ 9
Section 3.04 Vice Chairman of the Board............... 9
Section 3.05 Organization of Directors' Meetings...... 10
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* This Table of Contents is not a part of the By-laws.
<PAGE>
Page
Section 3.06 Resignations............................. 10
Section 3.07 Regular Meetings......................... 10
Section 3.08 Special Meetings......................... 10
Section 3.09 Quorum, Manner of Acting and
Adjournment............................ 11
Section 3.10 Special Meetings for Filling
Vacancies in Board..................... 11
Section 3.11 Compensation............................. 11
Section 3.12 Outside Interests of Directors........... 12
ARTICLE IV Committees............................... 12
Section 4.01 Executive Committee...................... 12
Section 4.02 Committee on Audit, Corporate
Responsibility and Ethics.............. 12
Section 4.03 Committee on Compensation and
Management Development................. 13
Section 4.04 Committees in General.................... 14
Section 4.05 Committee Procedure...................... 14
ARTICLE V Officers................................. 14
Section 5.01 Officers................................. 14
Section 5.02 Election, Term of Office and
Qualifications......................... 15
Section 5.03 Removal.................................. 15
Section 5.04 Resignation.............................. 15
Section 5.05 Vacancies................................ 15
Section 5.06 The President............................ 15
Section 5.07 The Vice Presidents...................... 15
Section 5.08 The Secretary............................ 16
Section 5.09 The Treasurer............................ 16
<PAGE>
Page
Section 5.10 Controller............................... 16
Section 5.11 Duties of Officers May Be Delegated...... 16
Section 5.12 Compensation............................. 17
Section 5.13 Outside Interests of Officers
and Employees.......................... 17
ARTICLE VI Shares and Their Issuance and
Transfer............................... 17
Section 6.01 Certificates for Shares.................. 17
Section 6.02 Declarations Required.................... 18
Section 6.03 Transfer of Stock........................ 18
Section 6.04 Lost, Destroyed and Mutilated
Certificates........................... 18
Section 6.05 Regulations.............................. 19
Section 6.06 Closing Transfer Books--Fixing
Record Date, etc....................... 19
Section 6.07 Corporate Records........................ 20
Section 6.08 Subsidiaries or Affiliated Companies
of Communications Common Carriers...... 20
ARTICLE VII Seal..................................... 20
ARTICLE VIII Indemnification.......................... 21
ARTICLE IX Amendments............................... 24
<PAGE>
By-Laws
of
COMSAT Corporation
(as amended through April 18, 1997)
ARTICLE I
Offices
Section 1.01. Registered Office. The registered office of the
Corporation shall be in the City of Washington, District of Columbia.
Section 1.02. Other Offices. The Corporation may also have offices at
such other places, either within or without the District of Columbia, as
the Board of Directors may from time to time authorize.
ARTICLE II
Shareholders
Section 2.01. Meetings. Annual and special meetings of the
shareholders entitled to vote shall be held at the Corporation's principal
place of business in the District of Columbia or at such other place within
or without the District of Columbia as the Board of Directors may from time
to time determine.
Section 2.02. Annual Meeting. (a) The annual meeting of the
===
shareholders for the election of directors shall be held at such time and
on such date as shall be specified by resolution of the Board of Directors.
Failure to hold the annual meeting at the designated time shall not work
any forfeiture or dissolution of the Corporation.
(b) No business may be transacted at an annual meeting of
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shareholders, other than business that is either (i) specified in the
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notice of meeting (or any supplement thereto) given by or at the direction
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of the Board of Directors (or any duly authorized committee thereof), (ii)
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otherwise properly brought before the annual meeting by or at the direction
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of the Board of Directors (or any duly authorized committee thereof) or
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(iii) otherwise properly brought before the annual meeting by any
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shareholder of the Corporation (A) who is a shareholder of record on the
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date of
=======
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*Deletions are noted by "^"; additions appear as double underlined text.
<PAGE>
the giving of the notice provided for in this Section 2.02(b) and on the
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record date for the determination of shareholders entitled to vote at such
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annual meeting and (B) who complies with the notice procedures set forth in
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this Section 2.02(b).
=====================
In addition to any other applicable requirements, for business to be
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properly brought before an annual meeting by a shareholder, such
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shareholder must have given timely notice thereof in proper written form to
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the Secretary of the Corporation.
=================================
To be timely, a shareholder's notice to the Secretary must be
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delivered to or mailed by registered or certified mail and received at the
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principal executive offices of the Corporation not less than sixty (60)
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days nor more than ninety (90) days prior to the anniversary date of the
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immediately preceding annual meeting of shareholders; provided, however,
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that in the event that the annual meeting is called for a date that is not
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within thirty (30) days before or after such anniversary date, notice by
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the shareholder in order to be timely must be so received not later than
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the close of business on the tenth (10th) day following the day on which
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such notice of the date of the annual meeting was mailed or such public
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disclosure of the date of the annual meeting was made, whichever first
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occurs.
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To be in proper written form, a shareholder's notice to the Secretary
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must set forth as to each matter such shareholder proposes to bring before
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the annual meeting (i) a brief description of the business desired to be
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brought before the annual meeting and the reasons for conducting such
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business at the annual meeting, (ii) the name and record address of such
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shareholder, (iii) the class or series and number of shares of capital
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stock of the Corporation which are owned beneficially or of record by such
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shareholder, (iv) a description of all arrangements or understandings
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between such shareholder and any other person or persons (including their
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names) in connection with the proposal of such business by such shareholder
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and any material interest of such shareholder in such business and (v) a
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representation that such shareholder intends to appear in person or by
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proxy at the annual meeting to bring such business before the meeting.
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No business shall be conducted at the annual meeting of shareholders
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except business brought before the annual meeting in accordance with the
===========================================================================
procedures set forth in this Section 2.02(b); provided, however, that, once
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business has been properly brought before the annual meeting in accordance
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with such procedures, nothing in this Section 2.02(b) shall be deemed to
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preclude discussion by any shareholder of any such business. If the
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Chairman of an annual meeting determines that business was not properly
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brought before the annual meeting in accordance with the foregoing
<PAGE>
===========================================================================
procedures, the Chairman shall declare to the meeting that the business was
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not properly brought before the meeting and such business shall not be
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transacted.
===========
Section 2.03. Special Meetings. A special meeting of the shareholders
may be requested at any time by the Chairman of the Board, the Vice
Chairman of the Board, if there be one, the President, the Secretary, the
Board of Directors either by resolution or by written direction signed by
any three (3) members of the Board, or by holders of not less than
one-fifth (1/5th) of all the shares of stock of the Corporation outstanding
and entitled to vote at such meeting. Upon any such request, it shall be
the duty of the Secretary promptly to call such special meeting to be held
on such date as the Secretary may fix, giving notice thereof in accordance
with Section 2.05 of these by-laws. If the Secretary shall neglect or
refuse to issue such call, the Chairman of the Board, the Vice Chairman of
the Board, the President or the Board of Directors, or the person or
persons making the request, may do so.
Section 2.04. Adjournments. Any annual or special meeting of
shareholders may be adjourned from time to time by a majority of the votes
of the shareholders present in person or represented by proxy at the
meeting and entitled to vote thereat, provided that any meeting at which
directors are to be elected shall be adjourned as provided in Section 2.11
of these by-laws.
Section 2.05. Notice or Waiver of Notice. Except as hereinafter
otherwise provided, notice of each meeting of the shareholders, whether
annual or special, shall be given to each shareholder of record entitled to
vote at such meeting by delivering a written or printed notice thereof to
him personally or by mailing or telegraphing such notice to him, charges
prepaid, addressed to him at his address as it appears on the books of the
Corporation, not less than ten (10) days (or such greater period as may be
required by law in a particular case) and not more than fifty (50) days
before the day on which the meeting is to be held. Every such notice shall
state the place, day and hour of the meeting and, in the case of special
meetings, state the business to be transacted at, and the purpose of, the
meeting. Attendance by any shareholder, in person or by proxy, at any
meeting of which he is entitled to notice shall constitute a waiver by him
of notice of such meeting except where such attendance is for the express
purpose of objecting to the transaction of any business because the meeting
was not lawfully called or convened. A written waiver of notice of any
meeting signed by a person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to
giving of such notice to such person or persons. When a meeting is
adjourned it shall not be necessary except when required by law to give any
notice of the adjourned meeting or of the business to be transacted thereat
otherwise than by announcement at the meeting at which such adjournment is
taken.
<PAGE>
Section 2.06. Quorum. A shareholders' meeting shall not be organized
for the transaction of business unless a quorum is present. The presence in
person or by proxy of the holders of one-third (1/3rd) (or such greater
number as may be fixed by statute in any case) of the outstanding shares of
stock of the Corporation entitled to vote shall be necessary to, and shall,
constitute a quorum, except that for the election of directors the
provisions of Section 2.11 of these by-laws shall govern; provided that if
a quorum is found to exist at any duly organized meeting, a quorum shall be
deemed to continue to exist until final adjournment of such meeting,
whether on the same day or a later day, notwithstanding the withdrawal of
the holders of enough shares to leave less than the number necessary to
constitute a quorum.
Section 2.07. Organization. At each meeting of the shareholders the
Chairman of the Board, the Vice Chairman of the Board, if there be one, or
the President, or in the absence of the Chairman of the Board, the Vice
Chairman of the Board and the President, a chairman chosen by a majority of
the votes of the shareholders present in person or represented by proxy at
the meeting and entitled to vote thereat shall act as chairman of such
meeting and preside thereat. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary at all meetings of
the shareholders. In the absence from any such meeting of the Secretary and
all the Assistant Secretaries, the chairman of the meeting may appoint any
person to act as secretary of the meeting.
Section 2.08. Order of Business. The order of business to be followed
at any meeting at which a quorum is present shall be as established by the
chairman of the meeting, unless objection thereto shall be made by a
shareholder, in which event the order of business shall be established by a
majority of the votes of the shareholders present in person or represented
by proxy at the meeting and entitled to vote thereat.
Section 2.09. Voting--Voting List--Proxies. (a) Except as in the
Articles of Incorporation or these by-laws or by applicable law otherwise
provided, every shareholder of record entitled to vote shall have the right
at every shareholders' meeting to one vote for each share entitled to be
voted standing in his name on the books of the Corporation at the time
determined in accordance with Section 6.06 of these by-laws. At least five
(5) days before each meeting of shareholders, the Secretary shall make a
complete list of the shareholders entitled to vote at the meeting arranged
in alphabetical order as to each series of stock with the address of and
the number of shares held by each. Such list shall be kept on file at the
principal place of business of the Corporation or at the registered office
of the Corporation, and shall be subject to inspection, for any proper
purpose, at any time during usual business hours, by any shareholder
entitled to vote. The original share ledger or transfer book, or a
duplicate thereof, shall be prima facie evidence as to who are the
shareholders entitled to examine such lists or to vote at any meeting of
the shareholders.
(b) Any shareholder may vote either in person or by proxy;
provided that a proxy in respect of shares of Series I Common Stock shall
not be valid if granted to, or solicited by, a person to whom shares of
such Series may not be issued. A proxy may authorize the casting of votes
in any manner authorized by the Articles of Incorporation, as the holder of
such proxy may determine in his discretion, or may require that such votes
be cast in a particular manner. Every proxy shall be executed in writing by
the shareholder or by his duly authorized attorney-in-fact and filed with
the Secretary or, if the Secretary shall so direct, with the Inspectors of
Votes. No proxy shall be valid after eleven (11) months from the date of
its execution, unless a longer period is expressly provided therein, but in
no event shall a proxy be valid after three (3) years from the date of its
execution. Every proxy shall be revocable at the pleasure of the person
executing it or his personal representatives or assigns; provided that the
parties to a valid pledge or to an executory contract of sale may agree in
writing as to which of them shall vote the stock pledged or sold until the
contract of pledge or sale is fully executed.
(c) Upon the demand of any shareholder, the vote upon any matter
shall be by ballot. On a vote by ballot, each ballot shall be signed by the
shareholder voting or by the holder of his proxy, and shall state the
number of shares voted. At all meetings of the shareholders, all matters
(except the election of directors and matters the manner of deciding which
is especially regulated by statute, the Articles of Incorporation or these
by-laws) shall be decided by a majority of the votes of the shareholders of
the Corporation present in person or represented by proxy and entitled to
vote at such meeting. Shares owned by the Corporation shall not be voted
and shall not be counted in determining the existence of a quorum or in
determining the total number of outstanding shares for voting purposes.
Section 2.10. Inspectors of Votes. The Board of Directors, in advance
of any meeting of shareholders, shall appoint three (3) Inspectors of Votes
to act at the meeting or any reconvened session thereof. In case any person
appointed fails to appear or act, the vacancy may be filled by appointment
made by the Board of Directors in advance of the meeting or at the meeting
by the chairman of the meeting. Each Inspector of Votes shall, promptly
upon his appointment, subscribe an oath or affirmation faithfully to
execute his duties with strict impartiality. The Inspectors of Votes shall
determine all questions touching the qualifications of voters, the validity
of proxies and the acceptance or rejection of votes and, with respect to
each vote by ballot, shall collect and count the ballots and report in
writing to the secretary of the meeting the result of the vote. The
<PAGE>
Inspectors of Votes need not be shareholders of the Corporation. No person
who is an officer or director of the Corporation, or who is a candidate for
election as director, shall be eligible to be an Inspector of Votes.
Section 2.11. Election of Directors. (a) At each annual meeting
following the completion of the initial offering of Common Stock, the
shareholders entitled to vote shall elect twelve (12) directors in the
manner provided in the Articles of Incorporation, to serve until the next
annual meeting or until their successors are elected and qualified.
(b) At any meeting of shareholders for the election of directors,
the presence in person or by proxy of the holders of a majority of the
shares of Series I Common Stock entitled to vote thereat shall be necessary
to constitute a quorum for the election of Series I directors and the
presence in person or by proxy of the holders of a majority of the shares
of Series II Common Stock entitled to vote thereat shall be necessary for
the election of Series II directors.
(c) If at any meeting of shareholders for the election of
directors there shall not exist the quorum of holders of either series of
Common Stock required for the election of directors by such series, the
meeting may proceed to transact such other business as may be authorized,
but with respect to the election of directors by such series, the meeting
shall be adjourned from day to day, or for such longer periods not
exceeding fifteen (15) days each, as the holders of a majority of the
shares of such series present in person or represented by proxy shall
direct, until such quorum of such series shall have been attained and such
directors shall have been elected, provided that, if such quorum shall not
have been attained within thirty (30) days from the date of such meeting as
originally called, the presence in person or by proxy of the holders of
one-third (1/3rd) of the outstanding shares of such series entitled to vote
thereat shall then be sufficient to constitute a quorum for the sole
purpose of election of directors by such series. The absence of a quorum of
the holders of one series shall not affect the election by the holders of
the other series of the directors whom they are entitled to elect.
(d) ^ Only persons who are nominated in accordance with the following
================================================================
procedures shall be eligible for election as directors of the Corporation.
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Nominations of persons for election to the Board of Directors may be made
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at any annual meeting of shareholders (i) by or at the direction of the
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Board of Directors (or any duly authorized committee thereof) or (ii) by
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any shareholder of the Corporation (A) who is a shareholder of record on
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the date of giving of the notice provided for in this Section 2.11(d) and
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on the record date for the determination of shareholders entitled to vote
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at such annual meeting and (B) who complies with the notice and other
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procedures set forth in this Section 2.11.
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In addition to any other applicable requirements, for a nomination to
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be made by a shareholder, such shareholder must give timely notice thereof
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in proper written form to the Secretary of the Corporation. To be timely, a
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shareholder's notice to the Secretary must be delivered to or mailed by
===========================================================================
registered or certified mail and received at the principal executive
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offices of the Corporation not less than sixty (60) days nor more than
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ninety (90) days prior to the anniversary date of the immediately preceding
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annual meeting of shareholders; provided, however, that in the event that
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the annual meeting is called for a date that is not within thirty (30) days
===========================================================================
before or after such anniversary date, notice by the shareholder in order
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to be timely must be received not later than the close of business on the
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tenth (10th) day following the day on which notice of the date of the
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annual meeting was mailed or such public disclosure of the date of the
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annual meeting was made, whichever first occurs.
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To be in proper written form, a shareholder's notice to the Secretary
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must set forth (i) as to each person whom the shareholder proposes to
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nominate for election as a director (A) the name, age, business and
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residence address of the person, (B) the principal occupation or employment
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of the person, (C) the class or series and number of shares of capital
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stock of the Corporation which are owned beneficially or of record by the
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person and (D) any other information relating to the person that would be
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required to be disclosed in a proxy statement or other filings required to
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be made in connection with solicitations of proxies for election of
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directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
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amended (the "Exchange Act"), and the rules and regulations promulgated
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thereunder; and (ii) as to the shareholder giving notice (A) the name and
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record address of such shareholder, (B) the class or series and number of
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shares of capital stock of the Corporation which are owned beneficially or
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of record by such shareholder, (C) a description of all arrangements or
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understandings between such shareholder and each proposed nominee and any
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other person or persons (including their names) pursuant to which the
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nomination(s) are to be made by such shareholder (including whether such
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shareholder or proposed nominee is part of a "syndicate" or "group" within
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the meaning of the Communications Satellite Act of 1962, as amended), (D) a
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representation that such shareholder intends to appear in person or by
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proxy at the annual meeting to nominate the persons named in its notice and
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(E) any other information relating to such shareholder that would be
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required to be disclosed in a proxy statement or other filings required to
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be made in connection with solicitations of proxies for election of
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directors pursuant to Section 14 of the Exchange Act and the rules and
===========================================================================
regulations promulgated thereunder. Such notice must be accompanied by a
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<PAGE>
written consent of each proposed nominee to being named as a nominee and to
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serve as a director if elected.
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No person shall be eligible for election as director of the
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Corporation unless nominated in accordance with the procedures set forth in
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this Section 2.11. If the Chairman of the meeting determines that a
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nomination was not made in accordance with the foregoing procedures or that
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any representation made pursuant to such procedures is materially
===========================================================================
incomplete or inaccurate, the Chairman shall declare to the meeting that
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the nomination was defective and such defective nomination shall be
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disregarded.
============
(e) No vote may be counted for the election of any person as a
director unless he shall have filed with the Secretary a statement of his
interests in any communications common carrier as defined in Section 103(7)
of the Communications Satellite Act of 1962 for purposes of Sections 303
and 304 of said Act, in such reasonable detail as the Board of Directors
may require. Such statements shall be produced and kept open at the time
and place of the meeting, and during the whole time of the meeting shall be
subject to inspection by any shareholder entitled to vote.
(f) In the event that any holder of Series II shares or a trustee
for any such shareholder casts votes, either directly or indirectly,
through subsidiaries or affiliated companies, nominees, or persons subject
to his direction or control, for more than three (3) candidates for
election as Series II directors, only the votes so cast for those three (3)
of such candidates who receive the highest number of the votes so cast
shall be counted, and the votes so cast for any other such candidate shall
not be counted.
Section 2.12. Appointment of Independent Public Accountants. At each
annual meeting, the shareholders, after receiving a recommendation of the
Board of Directors, shall appoint Independent Public Accountants for the
purpose of auditing and certifying the annual financial statements of the
Corporation for its current fiscal year, as sent to shareholders or
otherwise published by the Corporation. In case the shareholders shall fail
<PAGE>
to appoint such Independent Public Accountants or if the Independent Public
Accountants so appointed by the shareholders shall decline to act, or shall
resign, or for some other reason shall be unable to perform their duties,
the Board of Directors shall appoint other Independent Public Accountants
to perform the duties herein provided.
ARTICLE III
Board of Directors
Section 3.01. General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors.
Section 3.02. Number, Term of Office and Qualifications. The Board of
Directors shall consist of fifteen (15) members whose method of appointment
or election and whose terms of office shall be as set forth in the
Communications Satellite Act of 1962 and the Articles of Incorporation.
Directors shall be citizens of the United States but need not be
shareholders or residents of the District of Columbia. Directors may be
salaried officers of the Corporation.
Section 3.03. The Chairman of the Board. At the meeting of the Board
of Directors specified in Section 5.02 of these by-laws, the Board, by a
vote of a majority of all the members thereof, shall elect from among its
members a Chairman of the Board of Directors, to serve in such capacity at
the pleasure of the Board. He shall, if present, preside at all meetings of
the Board. He shall perform such other duties as from time to time may be
assigned to him by the Board. In his capacity as Chairman of the Board, he
shall not be an officer of the Corporation, but he shall be eligible to
serve, in addition, as an officer of the Corporation pursuant to Article V
of these by-laws. In the absence of the Chairman of the Board, the Vice
Chairman of the Board, if there be one, or, in the absence of the Chairman
of the Board and the Vice Chairman of the Board, the President of the
Corporation, shall in all respects act in the stead of the Chairman of the
Board during such absence.
Section 3.04. Vice Chairman of the Board. The Board of Directors, by a
vote of a majority of all of the members thereof, may elect from among its
members a Vice Chairman of the Board of Directors, to serve in such
capacity at the pleasure of the Board until the meeting of the Board
specified in Section 5.02 of these by-laws. He shall perform such duties as
are assigned to him by these by-laws and as from time to time may be
assigned to him by the Board. In his capacity as Vice Chairman of the
Board, he shall not be an officer of the Corporation, but he shall be
eligible to serve, in addition, as an officer of the Corporation pursuant
to Article V of these by-laws.
<PAGE>
Section 3.05. Organization of Directors' Meetings. At all meetings of
the Board of Directors the Chairman of the Board, or, in his absence, the
Vice Chairman of the Board, if there be one, or, in the absence of the
Chairman of the Board and the Vice Chairman of the Board, the President, or
in the absence of the Chairman of the Board, the Vice Chairman of the Board
and the President, a chairman chosen by a majority of the directors present
shall act as chairman of such meeting and preside thereat. The Secretary,
or in his absence, an Assistant Secretary, shall act as secretary at all
meetings of the Board. In the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman may appoint any
person to act as secretary of the meeting.
Section 3.06. Resignations. Any director of the Corporation may resign
at any time by giving written notice of his resignation to the Corporation.
Suc h resignation shall take effect at the time received unless another
time is specified therein. The acceptance of such resignation shall not be
necessary to make it effective.
Section 3.07. Regular Meetings. Regular meetings of the Board of
Directors shall be held within the District of Columbia or elsewhere at
such regular intervals as may be fixed by resolution adopted by a majority
of the whole Board and upon such notice, or without notice, as shall be
specified in said resolution.
Section 3.08. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
Vice Chairman of the Board, if there be one, the President or any three (3)
of the directors. Notice of each such meeting shall be mailed to each
director at his address appearing on the books of the Corporation or
supplied by him to the Corporation for the purpose of notice, at least five
(5) days before the day on which the meeting is to be held, or shall be
sent to him at such place by telegraph, charges prepaid, or delivered to
him personally not later than the third (3rd) day before the day on which
the meeting is to be held. Every such notice shall specify the place, day
and hour of the meeting and the general nature of the business to be
transacted. A waiver of notice of any meeting in writing signed by the
director entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance of a director at any meeting shall constitute a waiver by him of
notice of such meeting except where a director attends for the express
purpose of objecting to the transaction of any business because the meeting
was not lawfully called or convened. Whenever a meeting of the Board of
Directors shall be adjourned it shall not be necessary to give any notice
of the adjourned meeting or of the business to be transacted thereat
otherwise than by announcement at the meeting at which such adjournment is
taken.
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Section 3.09. Quorum, Manner of Acting and Adjournment. At each
meeting of the Board of Directors the presence of eight (8) directors shall
be necessary to constitute a quorum for the transaction of business;
provided that, if a quorum is found to exist at any time during the course
of any such meeting, a quorum shall be deemed to continue to exist until
final adjournment of such meeting. Except as otherwise specifically
provided by statute, the Articles of Incorporation or these by-laws, the
acts of a majority of the directors present at a meeting at which a quorum
has been found to exist for the purpose of transacting business shall be
the acts of the Board of Directors. A majority of the directors present at
any meeting may adjourn the meeting from time to time. Except as otherwise
provided in the Articles of Incorporation, each director shall be entitled
to one vote. Voting rights of directors may not be exercised by proxy.
Notwithstanding the foregoing, during an emergency period following a
national catastrophe, a majority of the surviving members of the Board of
Directors who have not been rendered incapable of acting or attending shall
constitute a quorum.
Section 3.10. Special Meetings for Filling Vacancies in Board. Any
vacancy among the Series I directors or the Series II directors, to be
filled in accordance with Section 8.02 of the Articles of Incorporation,
shall be filled at a meeting of the remaining Series I or Series II
directors, as the case may be. Such a meeting shall be held whenever called
by the Chairman of the Board, the Vice Chairman of the Board, if there be
one, the President, or two (2) of the directors of the Series in which such
vacancy has occurred. Notice of any such meeting shall be given to, or may
be waived by, each director of the Series affected, in accordance with the
provisions of Section 3.08 of these by-laws. A majority of the directors of
such Series remaining in office shall be necessary to constitute a quorum
at any such meeting, and the affirmative vote of a majority of the
directors of such Series remaining in office shall be necessary to fill the
vacancy. A majority of the directors of such Series present at any such
meeting, whether or not they shall constitute a quorum, may adjourn the
meeting from time to time, and it shall not be necessary to give any notice
of the next session of the meeting being adjourned otherwise than by
announcement at the meeting at which such adjournment is taken.
Section 3.11. Compensation. Directors shall receive such reasonable
compensation for their services as members of the Board or of any committee
thereof, and such reimbursement for expenses incurred in connection with
such services (including attendance at meetings) as the Board of Directors
may by resolution from time to time prescribe; provided, however, that
nothing herein contained shall preclude any director from serving the
Corporation in any other capacity or from receiving compensation for any
such services.
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Section 3.12. Outside Interests of Directors. Pursuant to procedures
to be established by the Board of Directors from time to time, each
director, upon assuming office and at least annually thereafter, shall file
with the Secretary a statement identifying any entity (individual
proprietorship, partnership, association, corporation or other business
entity) with which the Corporation to his knowledge does or contemplates
doing a substantial volume of business, and of which he is a director,
officer, trustee or employee, or in which he has a substantial financial
interest. For purposes of this Section and Section 8.06 of the Articles of
Incorporation, the term "substantial financial interest" shall mean any
financial interest with a fair value in excess of $60,000, or any ownership
interest in excess of ten per centum (10%) without regard to value,
including any such interest, known to the director, officer or employee, as
the case may be, of his spouse or minor child.
ARTICLE IV
Committees
Section 4.01. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate not less
than three (3) of the directors then in office to constitute an Executive
Committee. To the extent specifically provided by resolution adopted by a
majority of the whole Board, the Executive Committee shall have and may
exercise the authority of the Board of Directors in the management of the
property, affairs and business of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.
The Board may designate one member of the Committee to act as its chairman.
Section 4.02. Committee on Audit, Corporate Responsibility and Ethics.
(a) The Board of Directors, by resolution adopted by a majority of the
whole Board, shall designate not less than three (3) of the directors then
in office to constitute a Committee on Audit, Corporate Responsibility and
Ethics. The Board may designate one member of the Committee to act as its
chairman. A director who is also an officer or employee of the Corporation
shall not be eligible to serve as a member of the Committee.
(b) The Committee shall (i) consider and make recommendations to
the Board with respect to the employment of a firm of Independent Public
Accountants, which recommendation, if accepted by the Board, shall be
subject to the provisions of Section 2.12 of these by-laws, (ii) confer
with the Corporation's Independent Public Accountants to determine the
<PAGE>
scope of the audit that such accountants will perform, (iii) receive
reports from the Independent Public Accountants and transmit such reports
to the Board, and after the close of the fiscal year, transmit to the Board
the financial statements certified by such accountants, (iv) inquire into,
examine and make comments on the accounting procedures of the Corporation
and the reports of the Independent Public Accountants, and (v) consider and
make recommendations to the Board upon matters presented to it by the
officers of the Corporation pertaining to the audit practices and
procedures adhered to by the Corporation.
(c) The Committee shall (i) review and make recommendations to
the Board relating to corporate policy in respect of community and
governmental relations, codes of conduct, ethics and other broad social,
political and public issues, (ii) consult with the directors and officers
of the Corporation concerning the administration of policies and programs
in respect of conflicts of interest (including the procedures established
pursuant to Section 3.12 of these by-laws), and (iii) consider and make
recommendations to the Board upon matters relating to such policies and
programs and the administration thereof. The Committee also shall exercise
such authority as may from time to time be granted to it by resolution
adopted by the Board upon matters pertaining to the policies referred to in
this subsection.
Section 4.03. Committee on Compensation and Management Development.
The Board of Directors, by resolution adopted by a majority of the whole
Board, may designate not less than three (3) of the directors then in
office to constitute a Committee on Compensation and Management
Development. The Committee, if established, shall (i) consider and make
recommendations to the Board with respect to programs relating to the
development of human resources, organizational plans for the Corporation
and management succession, (ii) consider and make recommendations to the
Board with respect to the rates and manner of payment of the compensation
to be paid to officers and other employees of the Corporation, (iii)
exercise such authority as may from time to time be granted to it by
resolution adopted by a majority of the whole Board to set the salaries of
specified officers within rates of compensation fixed by resolution of the
Board, (iv) consider and make recommendations to the Board as to the
salaries to be paid to all other officers of the Corporation, (v) as
directed by resolution adopted by a majority of the whole Board set
salaries or make recommendations as to salaries to be paid to employees of
the Corporation other than officers, (vi) upon request, consult with the
principal officers of the Corporation upon matters of policy relating to
the compensation of employees of the Corporation, (vii) consider and make
recommendations to the Board with respect to the adoption, modification or
termination of any pension plan, profit-sharing plan, stock bonus plan,
stock option plan or other incentive or benefit plan or arrangement
applicable to any or all of the officers and employees of the Corporation,
(viii) exercise the authority which may be granted to the Committee by any
such plan, and (ix) exercise such other authority as may from time to time
<PAGE>
be granted to it by resolution adopted by a majority of the whole Board
upon matters pertaining to compensation and management development. The
Board may designate one member of the Committee to act as its chairman. A
director who is also an officer of the Corporation shall not be eligible to
serve as a member of the Committee.
Section 4.04. Committees in General. The Board of Directors may
appoint such other committees, and chairmen thereof, as it may deem
appropriate to perform such functions as it may designate, provided that no
committee shall be appointed or disbanded unless notice of such proposed
action shall have been given to, or waived by, each director in accordance
with the provisions of Section 3.08 of these by-laws, and that any such
Committee shall consist of not less than three (3) of the directors then in
office.
Section 4.05. Committee Procedure. Each member of any committee shall
continue to be a member of that committee only during the pleasure of the
Board of Directors, provided that no existing member of a committee shall
be removed from such membership and no new member shall be appointed unless
notice of such proposed action shall have been given to, or waived by, each
director in accordance with the provisions of Section 3.08 of these
by-laws. Except as otherwise provided by the Board of Directors, a majority
of a committee shall constitute a quorum thereof, and the act of a majority
of those present at a meeting at which a quorum is present shall be the act
of the committee, provided that any committee may, by unanimous approval of
its members, take action without a meeting of the committee. Meetings of
each committee shall be called by the Secretary at the request of the
chairman of the committee or any two members of the committee. Each
committee shall keep minutes of its meetings and shall render to the Board
of Directors, at its next ensuing regular meeting, a report of all action
taken by the committee since the last meeting of the Board at which a
report was made, or if no such previous report was made, since the
appointment of the committee. Each committee shall also render such other
reports, at such other times, as the Board may request.
ARTICLE V
Officers
Section 5.01. Officers. The officers of the Corporation shall be a
President, such Vice Presidents as may from time to time be elected by the
Board of Directors, a Secretary, a Treasurer and a Controller. The Board of
Directors may elect such other officers, including assistant officers, as
it may deem necessary, each of whom shall have such authority and perform
such duties as the Board of Directors may from time to time determine. The
<PAGE>
Board of Directors may appoint other officers and prescribe the authority
and duties of such other officers. The Board of Directors also may delegate
the power to appoint and prescribe the duties of such other officers to the
Chief Executive Officer of the Corporation. Appointed officers shall not be
deemed to be an "officer" or a "Person Entitled to Indemnification" as such
terms are used in Section 3.03(a) of the Corporation's Articles of
Incorporation or Section 8.01(a) hereof, unless the Board of Directors
adopts a resolution that so provides.
Section 5.02. Election, Term of Office and Qualifications. The
officers of the Corporation required by Section 5.01 shall be elected at
least annually by vote of a majority of the whole Board of Directors. Such
annual election shall be held at the first meeting of the Board of
Directors following the annual election of directors. Other officers may be
appointed from time to time in the manner prescribed by Section 5.01. Each
officer shall hold his office until his successor shall have been duly
elected and qualified in his stead or until he shall resign or shall have
been removed in the manner hereinafter provided. No individual other than a
citizen of the United States shall be an officer of the Corporation. Except
as may be provided otherwise by law, any two (2) or more offices may be
held by the same person.
Section 5.03. Removal. Any officer elected by the Board of Directors
may be removed by vote of a majority of the whole Board of Directors
whenever in its judgment the best interest of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. The Board of Directors may
remove, or delegate to the Chief Executive Officer the power to remove,
other officers.
Section 5.04. Resignation. Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Corporation.
Such resignation shall take effect at the time received unless another time
is specified therein. The acceptance of such resignation shall not be
necessary to make it effective.
Section 5.05. Vacancies. Any vacancy in any office because of death,
resignation, removal, disqualification or any other cause may be filled by
the Board of Directors at any regular or special meeting thereof or by
appointment, to the extent authorized by Section 5.01.
Section 5.06. The President. The President shall have all the
authority and perform all the duties normally incident to the office of
President and such other duties as from time to time may be assigned to him
by the Board of Directors.
<PAGE>
Section 5.07. The Vice Presidents. Each Vice President shall have such
powers and perform such duties as from time to time may be assigned to him by
the Board of Directors.
Section 5.08. The Secretary. The Secretary shall (a) see that all
notices are duly given in accordance with law and these by-laws; (b) be
custodian of the seal of the Corporation and affix such seal to all
certificates of stock of the Corporation prior to their issue and to all
documents the execution of which, on behalf of the Corporation under its
seal, is authorized by the Board of Directors or the Executive Committee,
if any, or by any officer or agent of the Corporation to whom power to
authorize the affixing of such seal shall have been delegated; (c) keep, or
cause to be kept, in books provided for the purpose, minutes of the
meetings of the shareholders, of the Board of Directors, and of each
committee of the Board; (d) keep registers of the shareholders of all
series of stock in accordance with Section 6.01 of these by-laws; (e) see
that the books, reports, statements, certificates, voting lists and all
other documents and records required by law are properly kept and filed;
(f) sign such instruments as requir e the signature of the Secretary; and
(g) in general perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 5.09. The Treasurer. The Treasurer shall (a) have charge and
custody of, and be responsible for, all funds and securities of the
Corporation and deposit all such funds in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions
of these by-laws; (b) receive, and give receipts for, moneys due and
payable to the Corporation from any source whatsoever; (c) sign such
documents as shall require the signature of the Treasurer; and (d) perform
such other duties as from time to time may be assigned to him by the Board
of Directors. The Treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such sureties as the Board of Directors
shall determine.
Section 5.10. Controller. The Controller shall keep, or cause to be
kept at such office of the Corporation as the Board of Directors shall from
time to time by resolution designate, and shall be responsible for the
keeping of, correct records of the business and transactions of the
Corporation and at all reasonable times shall exhibit such records to any
of the directors of the Corporation upon application at the office of the
Corporation where such records are kept. The Controller shall perform such
other duties as from time to time may be assigned to him by the Board of
Directors.
Section 5.11. Duties of Officers May Be Delegated. Subject to the
approval of the Board of Directors, which approval may be of a general or
specific nature, any officer of the Corporation may delegate to any
employee of the Corporation, for the period set forth in such delegation,
but not to exceed the term of office of the person making such delegation,
<PAGE>
any authority or duty of his office; provided, however, that any such
delegation shall not be effective until such delegation and the approval
relating thereto are evidenced in writing and filed in the Office of the
Secretary of the Corporation.
Section 5.12. Compensation. The rates of compensation of the elected
officers shall be fixed from time to time by the Board of Directors. No
officer of the Corporation shall receive any salary from any source other
than the Corporation during his period of employment by the Corporation.
Section 5.13. Outside Interests of Officers and Employees. The Board
of Directors from time to time may adopt rules and regulations governing
the conduct of officers or key employees with respect to matters in which
they have a financial interest adverse to the interests of the Corporation.
Such rules and regulations may forbid officers or key employees from
participating personally and substantially in corporate action with respect
to any contract, transaction or other matter in which, to the knowledge of
any such officer or employee, he or any member of his immediate family has
a financial interest, unless (a) such officer or employee makes full
disclosure of the circumstances to the Board or its delegate and the Board
or its delegate determines that the interest is not so substantial as to
affect the integrity of the services of such officer or employee, or (b) on
the basis of standards to be established in such rules or regulations, the
financial interest is too remote or too inconsequential to affect the
integrity of such services. Such rules and regulations may also prohibit,
or establish appropriate limits upon, the ownership by such officer or
employee, or member of his immediate family, of securities of any
communications common carrier or any other firm or corporation doing a
substantial volume of business with the Corporation.
ARTICLE VI
Shares and Their Issuance and Transfer
Section 6.01. Certificates for Shares. (a) Shares of stock of the
Corporation shall be represented by certificates for shares in such form as
the Board of Directors may from time to time prescribe. No certificate
representing any share shall be issued until such share is fully paid. Each
certificate representing shares of Common Stock shall state that the
transfer of the shares represented thereby is subject to the provisions of
the Communications Satellite Act of 1962 and the Articles of Incorporation
of the Corporation and, except for certificates representing shares of
Common Stock issued to Incorporators pursuant to Section 5.01 of the
Articles of Incorporation of the Corporation, shall include a description
or summary of the provisions of Section 5.02 of said Articles. Shares of
<PAGE>
Common Stock held by or for the account of, or in trust for, a person of
the classes described in paragraphs (1), (2), (3), (4) and (5) of Section
3.10(a) of the Communications Act of 1934, as amended, shall be represented
by Foreign Share Certificates. All other shares of Common Stock shall be
represented by Domestic Share Certificates. Certificates for shares of
stock of the Corporation shall be numbered as to each Series of
shareholders and registered in the order in which they shall be issued.
(b) A record shall be kept of the name of the person, firm or
corporation in which each certificate for shares of stock of the
Corporation shall be issued, the number of shares represented thereby, the
date thereof, and, in case of cancellation, the date of the cancellation
thereof. A record shall also be kept of the declarations made as provided
in Section 6.02 of these by-laws by each person, firm or corporation in
whose name a certificate for shares of Common Stock is issued.
(c) No certificate for shares of stock of the Corporation shall
be valid unless it shall have been signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall have
been impressed with the corporate seal; provided, however, that to the
extent permitted by law, the signatures of such officers or any of them and
such corporate seal may be facsimile.
Section 6.02. Declarations Required. No issue or transfer of shares of
Common Stock shall be registered on the books of the Corporation, and no
certificate for shares shall be issued, except after the execution and
delivery to the Corporation, by or on behalf of the person, firm or
corporation in whose name such shares are to be registered and in whose
name the certificate for such shares is to be issued, of an application
containing such declarations, in the form as may be prescribed by rules or
regulations of the Board of Directors, with reference to limitations on
ownership of shares set forth in Section 5.02 of the Articles of
Incorporation and to the descriptions of persons to whom shares may be
issued set forth in Section 5.03 of the Articles, as the Board of Directors
may determine.
Section 6.03. Transfer of Stock. Except as otherwise provided by law,
transfer of shares of stock of the Corporation shall be made on the books
of the Corporation only by the holder thereof, or by his attorney thereunto
authorized by a power of attorney duly executed and filed with the
Secretary, and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes on the transfer
thereof. The Corporation shall have the right to treat the person whose
name is registered upon its books as the holder of any shares of its stock
as the absolute owner of such shares, and, except as otherwise provided in
these by-laws, such person shall have the exclusive right to vote and to
receive dividends thereon.
<PAGE>
Section 6.04. Lost, Destroyed and Mutilated Certificates. The holder
of any shares of stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Board of Directors may, in its discretion, cause a new
certificate or certificates to be issued to him, upon the surrender of the
mutilated certificate, or in the case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction, and the
deposit of a bond, in such form and amount and with such sureties as the
Board of Directors may require.
Section 6.05. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the Corporation. It may
appoint one or more transfer agents and one or more registrars of
transfers, and may require all certificates of stock to bear the signature
of either a transfer agent or a registrar or both.
Section 6.06. Closing Transfer Books--Fixing Record Date, etc. Insofar
as permitted by law, the Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not exceeding fifty
(50) days preceding the date of any meeting of the shareholders, or the
date fixed for the payment of any dividend or distribution, or the date for
the allotment of rights, or the date when any change or conversion or
exchange of shares will be made or go into effect. If the stock transfer
books are so closed for the purpose of determining shareholders entitled to
notice of or vote at a meeting of shareholders, such books shall be closed
for at least ten (10) days immediately preceding the date of such meeting.
If the stock transfer books are so closed for any purpose, written or
printed notice of the closing shall be mailed at least ten (10) days before
the closing to each shareholder of record of the Corporation at his address
appearing on the records of the Corporation, or supplied by him to the
Corporation for the purpose of notice. While the stock transfer books of
the Corporation are closed, no transfer of shares shall be made thereon. In
lieu of closing the stock transfer books as aforesaid, the Board of
Directors may, in its discretion, fix a time, not more than fifty (50) days
prior to the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares
will be made or go into effect, and, in the case of a meeting of
shareholders, not less than ten (10) days before the date of the meeting,
as a record date for the determination of shareholders entitled to notice
of, or to vote at any such meeting, or entitled to receive payment of any
such dividend or distribution, or to receive any such allotment of rights,
or to exercise the rights in respect of any such change, conversion or
exchange of shares. If a record date shall be fixed as aforesaid, such
<PAGE>
persons as shall be shareholders of record on the date so fixed, and only
such persons, shall be entitled to notice of, or to vote at, such meeting,
or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record
date so fixed as aforesaid. If the stock transfer books of the Corporation
shall not be closed as herein provided and if a record date for the
determination of shareholders entitled to receive notice of, or to vote at,
any shareholders' meeting shall not be fixed as herein provided, the date
on which notice of the meeting is given shall be in accordance with Section
2.05 of these by-laws and shall be the record date for such determination.
Section 6.07. Corporate Records. The Corporation shall keep at its
principal place of business (a) the original or a duplicate record of the
proceedings of the shareholders and directors, (b) the original or a copy
of its by-laws, including all amendments or alterations thereto to date,
certified by the Secretary, and (c) appropriate, correct and complete books
and records of account. The Corporation shall keep at its principal place
of business or at the registered office of the Corporation in the District
of Columbia the original or a duplicate share register for each Series of
shares.
Section 6.08. Subsidiaries or Affiliated Companies of Communications
Common Carriers. For all purposes under Article V of the Articles of
Incorporation:
(a) an association, joint-stock company, trust, corporation or
other entity shall be deemed to be a subsidiary of a communications common
carrier if more than fifty percent (50%) of the shares of such association,
joint-stock company, trust, corporation or other entity having the right
under normal circumstances to elect a majority of its board of directors or
trustees are owned or controlled directly or indirectly by such
communications common carrier; and
(b) an association, joint-stock company, trust, corporation or
other entity shall be deemed to be an affiliated company of a
communications common carrier if such association, joint-stock company,
trust, corporation or other entity is otherwise directly or indirectly
subject to the control of, or is under direct or indirect common control
with, such communications common carrier.
<PAGE>
ARTICLE VII
Seal
The Corporation shall have a corporate seal, which shall be in the
form of a circle and shall bear the full name of the Corporation and the
words and figures "Incorporated 1963, District of Columbia" or words and
figures of similar import.
<PAGE>
ARTICLE VIII
Indemnification
Section 8.01 (a) To the full extent permitted by law, the Corporation
shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding (including civil, criminal, administrative or investigative
actions, suits or proceedings) brought by or in the right of the
Corporation or any wholly owned subsidiary of the Corporation (a
"Subsidiary"), or otherwise, by reason of the fact that such person
(hereinafter a "Person Entitled to Indemnification") is or was or has
agreed to become a director, advisory director, or officer of the
Corporation, or is or was a director or officer of a Subsidiary, or is or
was serving or has agreed to serve at the request of the Corporation or a
Subsidiary as a director, officer, trustee or other fiduciary of another
corporation, partnership, joint venture, trust or other enterprise,
including employee benefit plans, or by reason of any action alleged to
have been taken or omitted in such capacity, against costs, charges and
expenses (including attorneys' fees) reasonably incurred by him or on his
behalf in connection with the defense or settlement of any threatened,
pending or completed action, suit or proceeding, and any appeal therefrom,
or in defense or settlement of any claim, issue or matter, except that no
indemnification pursuant to this paragraph shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged
liable for negligence or misconduct in the performance of duty by a court
of competent jurisdiction. The termination of any claim, action, suit or
proceeding by settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, in itself, create a presumption that any such
person was adjudged liable for negligence or misconduct in the performance
of duty.
(b) To the full extent permitted by law, the Corporation shall, upon
request, pay costs, charges and expenses (including attorneys' fees)
incurred by Persons Entitled to Indemnification in advance of the final
disposition of any such action, suit or proceeding; provided, however, that
the payment of such costs, charges and expenses incurred by a Person
Entitled to Indemnification in the capacity in which he became entitled to
indemnification (and not in any other capacity in which service was or is
rendered by such person) in advance of the final disposition of such
action, suit or proceeding shall be made only upon receipt of an
undertaking by or on behalf of such person to repay all amounts so advanced
in the event that it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation pursuant to this Section 8.01, or
otherwise.
<PAGE>
(c) To the full extent permitted by law, the Corporation, in the sole
discretion of the Board of Directors of the Corporation, may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (including
civil, criminal, administrative or investigative actions, suits or
proceedings) brought by or in the right of the Corporation or a Subsidiary,
or otherwise, by reason of the fact that such person is or was or has
agreed to become an employee or agent of the Corporation or a Subsidiary,
or is or was serving or has agreed to serve at the request of the
Corporation or a Subsidiary as an employee, agent, trustee or other
fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, including employee benefit plans, or by reason of any
action alleged to have been taken or omitted in such capacity, against all
costs, charges and expenses (including attorneys' fees) reasonably incurred
by him or on his behalf in connection with the defense or settlement of any
threatened, pending or completed action, suit or proceeding, and any appeal
therefrom or in defense or settlement of any claim, issue or matter, except
that no indemnification pursuant to this paragraph shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged liable for negligence or misconduct in the performance of duty by
a court of competent jurisdiction. The termination of any claim, action,
suit or proceeding by settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not in itself create a presumption that
any such person was adjudged liable for negligence or misconduct in the
performance of duty.
(d) To the full extent permitted by law, the Corporation may, upon
request, pay costs, charges and expenses (including attorneys' fees)
incurred by Persons Entitled to Indemnification pursuant to paragraph (c)
of this Section 8.01 in advance of the final disposition of such action,
suit or proceeding; provided, however, that the payment of such costs,
charges and expenses incurred by any such person in the capacity in which
he became entitled to indemnification (and not in any other capacity in
which service was or is rendered by such person) in advance of the final
disposition of such action, suit or proceeding shall be made only upon
receipt of an undertaking by or on behalf of such person to repay all
amounts so advanced in the event that it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation pursuant to
this Section 8.01, or otherwise.
(e) Any indemnification or advance of costs, charges and expenses
provided for in paragraphs (a) and (b) of this Section 8.01 shall be made
promptly, and in any event within sixty (60) days, upon the written request
of the Person Entitled to Indemnification; the right to indemnification or
advances as granted by paragraphs (a) and (b) of this Section 8.01 shall be
enforceable by the Person Entitled to Indemnification in any court of
competent jurisdiction, if the Corporation denies such request, in whole or
in part, or if no disposition thereof is made within sixty (60) days, such
Person Entitled to Indemnification's costs, charges and expenses incurred
in connection with successfully establishing his right to indemnification,
in whole or in part, in any such action shall also be indemnified by the
Corporation; it shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses
under paragraph (b) of this Section 8.01 where the required undertaking, if
any, has been received by the Corporation) that the Person Entitled to
<PAGE>
Indemnification has not met the standard set forth in paragraph (a) of this
Section 8.01, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel, and its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraph (a) of
this Section 8.01, nor the fact that there has been an actual determination
by the Corporation (including its Board of Directors, its independent legal
counsel, and its shareholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of
conduct.
(f) The provisions of paragraphs (a) and (b) of this Section 8.01
shall be applicable to claims, actions, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof.
(g) The indemnification and advancement of expenses provided by this
Section 8.01 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled
under any law (present or future, common or statutory), by-law, agreement,
vote of shareholders or otherwise and shall continue as to a person who has
ceased to serve in the capacity making him eligible for indemnification,
and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. To the full extent permitted by law, the
Corporation may enter into and perform agreements with persons, including
without limitation, present and former officers, directors and employees of
the Corporation and its Subsidiaries and of companies acquired by or merged
with the Corporation or any of its subsidiaries, obligating the
Corporation, among other things, to provide indemnification and advancement
of costs, charges and expenses to such persons in addition to any
indemnification or advancement which may be available to such person under
this Section 8.01.
(h) All rights to indemnification under this Section 8.01 shall be
deemed to be a contract between the Corporation and each Person Entitled to
Indemnification who serves or served in such capacity at any time while
this Section 8.01 is in effect. Any repeal or modification of this Section
<PAGE>
8.01 or any repeal or modification of the relevant provisions of the
Business Corporation Act of the District of Columbia or of any other
applicable law shall not in any way diminish any rights to indemnification
of any person or the obligation of the Corporation arising prior to such
repeal or modification.
(i) If this Section 8.01 or any portion hereof shall be invalidated on
any ground in any court of competent jurisdiction, then the Corporation
shall nevertheless indemnify each Person Entitled to Indemnification, and
may nevertheless indemnify each person whom the Corporation has determined
to indemnify pursuant to paragraphs (c) and (g) of this Section 8.01, to
the full extent permitted by any applicable portion of this Section 8.01
that shall not have been invalidated (whether under paragraphs (c) or (g)
or the other applicable provisions of this Section 8.01), and to the full
extent permitted by applicable law.
ARTICLE IX
Amendments
Any of these by-laws may be altered, amended or repealed, and new
by-laws may be adopted, by the affirmative vote of a majority of the whole
Board; provided that (a) such action may be taken only at a meeting of the
Board called for such purpose; (b) the notice of such meeting 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 meeting shall be mailed, telegraphed
or delivered personally to each director, and a copy thereof shall be
mailed, telegraphed or delivered to the Attorney General of the United
States, the Chairman of the Federal Communications Commission and such
other persons as the President of the United States may designate from time
to time, at least five (5) days before the date on which the meeting is to
be held.
FROM: COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
PHONE: 301 214 3442
FAX: 301 214 7130
DATE: April 21, 1997
For Immediate Release
COMSAT BOARD SCHEDULES ANNUAL MEETING FOR AUGUST 15, 1997
Bethesda, Md. -- COMSAT Corporation announced today that its Board of
Directors set August 15, 1997 as the date for the 1997 annual meeting of
COMSAT shareholders.
COMSAT President and Chief Executive Officer Betty C. Alewine said that
by selecting this date, the company will be able to present two quarters of
financial results as well as substantial progress on its restructuring
program, which includes the divestiture of Ascent Entertainment Group, Inc.
and the sale of substantially all of COMSAT RSI, Inc.
"A number of shareholders expressed discontent with the postponement of
our normally scheduled meeting in May. Responding to their concerns, we have
scheduled the meeting as promptly as possible, consistent with giving all
shareholders a chance to evaluate our strategy on the basis of measurable
results," she said.
The Board also amended the corporation's by-laws with respect to advance
notice of nominations and other proposed business submitted by shareholders at
annual meetings. "The amendments introduce standard provisions that are
common to the by-laws of many publicly traded corporations," said Alewine.
"By ensuring that adequate notice of proposals is given to all shareholders,
the amendments enhance opportunities for a full debate and a more informed
shareholder decision-making process," said Alewine.
The by-laws, as amended, generally require such advance notice, together
with certain specified information, not less than sixty nor more than ninety
days prior to the date of the annual meeting.
If, as is the case this year, the annual meeting is held on a date that
is not within thirty days of the anniversary date of the prior year's annual
meeting, then notice must be received by the tenth day after the day the
notice of meeting is mailed to shareholders or the date on which public
disclosure of the annual meeting date is made, whichever is first.
COMSAT Corporation (NYSE: CQ) is a global provider of communications
services and products.
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CONTACT: Janet Dewar Vice President, Corporate Affairs (301) 214-3442
Gary Sharpe Director, Investor Relations (301) 214-3244
