to be employed by the corporation and of the satellite terminal stations; and (7) grant appropriate authorizations for the construction and operation of each satellite terminal station, either to the corporation or to one or more authorized carriers or to the corporation and one or more such carriers jointly, as will best serve the public interest, convenience, and necessity. In determining the public interest, convenience, and necessity the Commission shall authorize the construction and operation of such stations by communications common carriers or the corporation, without preference to either; (8) authorize the corporation to issue any shares of capital stock, except the initial issue of capital stock referred to in section 734(a) of this title, or to borrow any moneys, or to assume any obligation in respect of the securities of any other person, upon a finding that such issuance, borrowing, or assumption is compatible with the public interest, convenience, and necessity and is necessary or appropriate for or consistent with carrying out the purposes and objectives of this chapter by the corporation; (9) insure that no substantial additions are made by the corporation or carriers with respect to facilities of the system or satellite terminal stations unless such additions are required by the public interest, convenience, and necessity; (10) require, in accordance with the procedural requirements of section 214 of the Communications Act of 1934, as amended [47 U.S.C. 2141, that additions be made by the corporation or carriers with respect to facilities of the system or satellite terminal stations where such additions would serve the public interest, convenience, and necessity; and (11) make rules and regulations to carry out the provisions of this chapter. (Pub. L. 87-624, title II, § 201, Aug. 31, 1962, 76 Stat. 421.) REFERENCES IN TEXT The Communications Act of 1934, as amended, referred to in subsec. (c), is act June 19, 1934, ch. 652, 48 Stat. 1064, as amended, which is classified principally to chapter 5 (§ 151 et seq.) of this title. For complete classification of this Act to the Code, see section 609 of this title and Tables. EXECUTIVE ORDER NO. 11191 Ex. Ord. No. 11191, Jan. 4, 1965, 30 F.R. 29, as amended by Ex. Ord. No. 11556, Sept. 4, 1970, 35 F.R. 14193, which related to the administration of the Communications Satellite Act of 1962 [this chapter], was revoked by Ex. Ord. No. 12046, Mar. 27, 1978, 43 F.R. 13349, set out as a note under section 305 of this title. SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in sections 735, 744 of this title. SUBCHAPTER III-COMMUNICATIONS SUBCHAPTER REFERRED TO IN OTHER SECTIONS § 731. Creation of corporation; non-Government (Pub. L. 87-624, title III, § 301, Aug. 31, 1962, 76 REFERENCES IN TEXT The District of Columbia Business Corporation Act, referred to in text, is act June 8, 1954, ch. 269, 68 Stat. 179, as amended, which appears in chapter 3 (§ 29-301 et seq.) of Title 29, Corporations, of the District of Columbia Code. § 732. Process of organization The President of the United States shall ap point incorporators, by and with the advice and consent of the Senate, who shall serve as the initial board of directors until the first annual meeting of stockholders or until their successors are elected and qualified. Such incorporators shall arrange for an initial stock offering and take whatever other actions are necessary to establish the corporation, including the filing of articles of incorporation, as approved by the President. (Pub. L. 87-624, title III, § 302, Aug. 31, 1962, 76 Stat. 423.) § 733. Directors and officers (a) Board of directors; qualifications; chairman; appointment by President; term; election by stockholders; percentage of stock ownership determining right to elect; cumulative voting; amendment of articles of incorporation; bylaws for national emergencies The corporation shall have a board of directors consisting of fifteen individuals who are citizens of the United States, of whom one shall be elected annually by the board to serve as chairman. Three members of the board shall be appointed by the President of the United States, by and with the advice and consent of the Senate, effective the date on which the other members are elected, and for terms of three years or until their successors have been appointed and qualified, and any member so appointed to fill a vacancy shall be appointed only for the unexpired term of the director whom he succeeds. The remaining twelve members of the board shall be elected annually by the stockholders. Six of such members shall be elected by those stockholders who are not communications common carriers, and the remaining six such members shall be elected by the stockholders who are communications common carriers, except that if the number of shares of the voting capital stock of the corporation issued and outstanding and owned either direct No stockholder who is a communications common carrier and no trustee for such a stockholder shall vote, either directly or indirectly, through the votes of subsidiaries or affiliated companies, nominees, or any persons subject to his direction or control, for more than three candidates for membership on the board, except that in the event the number of shares of the voting capital stock of the corporation issued and outstanding and owned either directly or indirectly by communications common carriers as of the record date for the annual meeting is less than 8 per centum of the total number of shares of the voting capital stock of the corporation issued and outstanding, any stockholder who is a communications common carrier shall be entitled to vote at such meeting for candidates for membership on the board in the same manner as all other stockholders. Subject to the foregoing limitations, the articles of incorporation of the corporation shall provide for cumulative voting under section 27(d) of the District of Columbia Business Corporation Act [D.C. Code, § 29-327(d)]. The articles of incorporation of the corporation may be amended, altered, changed, or repealed by a vote of not less than 66% per centum of the outstanding shares of the voting capital stock of the corporation owned by stockholders who are communications common carriers and by stockholders who are not communications common carriers, voting together, if such vote complies with all other requirements of this chapter and of the articles of incorporation of the corporation with respect to the amendment, alteration, change, or repeal of such articles. The corporation may adopt such bylaws as shall, notwithstanding the provisions of section 36 of the District of Columbia Business Corporation Act [D.C. Code, § 29-336], provide for the continued ability of the board to transact business under such circumstances of national emergency as the President of the United States, or the officer designated by him, may determine, after February 18, 1969, would not permit a prompt meeting of a majority of the board to transact business. (b) President of corporation; designation and ap pointment of other officers; compensation; United States citizenship of officers; dual salary prohibition The corporation shall have a president, and such other officers as may be named and appointed by the board, at rates of compensation fixed by the board, and serving at the pleasure of the board. No individual other than a citizen of the United States may be an officer of the corporation. No officer of the corporation shall receive any salary from any source other than the corporation during the period of his employment by the corporation. (Pub. L. 87-624, title III, § 303, Aug. 31, 1962, 76 Stat. 423; Pub. L. 91-3, § 1, Mar. 12, 1969, 83 Stat. 4.) AMENDMENTS 1969-Subsec. (a). Pub. L. 91-3 specified the number of directors on the board at fifteen, substituted provisions that the three members appointed by the President serve for a term of three years each for provisions that such appointees serve terms of one, two, and three years, respectively, set forth the formula authorizing the election of directors by carriers and noncarriers to be based upon their respective percentage of ownership of the outstanding capital stock, provided a method for amending, altering, changing, or repealing the articles of incorporation, and authorized the board to adopt bylaws permitting the corporation to transact business in future national emergencies. MEETING OF BOARD SUBSEQUENT TO MARCH 12, 1969, FOR ELECTION OF DIRECTORS; TERM OF OFFICE Section 2 of Pub. L. 91-3 authorized a meeting of the corporation's stockholders as soon as practicable after Mar. 12, 1969, to elect 12 members of the board of directors, pursuant to subsec. (a) of this section, to serve until the next annual meeting of stockholders or until their successors have been elected and qualified. STATUS AND AUTHORITY OF BOARD MEMBERS ELECTED PRIOR TO MARCH 12, 1969 Section 3 of Pub. L. 91-3 provided that: "The status and authority of the members of the board of directors of the Communications Satellite Corporation who were elected to the board before the date of the enactment of this Act [March 12, 1969] and who are serving as members of the board on such date shall not be in any way impaired or affected until their successors have been elected and qualified in accordance with section 2 of this Act [set out as a note above]." SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in section 702 of this title. § 734. Financing of corporation (a) Capital stock; amount of issue; no par value shares; voting rights; dividends; price and public distribution of initial offering; shareholder eligibility The corporation is authorized to issue and have outstanding, in such amounts as it shall determine, shares of capital stock, without par value, which shall carry voting rights and be eligible for dividends. The shares of such stock initially offered shall be sold at a price not in excess of $100 for each share and in a manner to encourage the widest distribution to the American public. Subject to the provisions of subsections (b) and (d) of this section, shares of stock offered under this subsection may be issued to and held by any person. (b) "Authorized carrier" defined; shareholder eligibility; voting rights limitation of authorized carriers and other stockholders (1) For the purposes of this section the term "authorized carrier" shall mean a communications common carrier which is specifically authorized or which is a member of a class of carriers authorized by the Commission to own shares of stock in the corporation upon a finding that such ownership will be consistent with the public interest, convenience, and necessity. (2) Only those communications common carriers which are authorized carriers shall own shares of stock in the corporation at any time, and no other communications common carrier shall own shares either directly or indirectly through subsidiaries or affiliated companies, nominees, or any persons subject to its direction or control. At no time after the initial issue is completed shall the aggregate of the shares of voting stock of the corporation owned by authorized carriers directly or indirectly through subsidiaries or affiliated companies, nominees, or any persons subject to their direction or control exceed 50 per centum of such shares issued and outstanding. (3) At no time shall any stockholder who is not an authorized carrier, or any syndicate or affiliated group of such stockholders, own more than 10 per centum of the shares of voting stock of the corporation issued and outstanding. (c) Nonvoting security issues and certificates of indebtedness; rate base The corporation is authorized to issue, in addition to the stock authorized by subsection (a) of this section, nonvoting securities, bonds, debentures, and other certificates of indebtedness as it may determine. Such nonvoting securities, bonds, debentures, or other certificates of indebtedness of the corporation as a communications common carrier may own shall be eligible for inclusion in the rate base of the carrier to the extent allowed by the Commission. The voting stock of the corporation shall not be eligible for inclusion in the rate base of the carri er. (d) Alien share ownership limitation Not more than an aggregate of 20 per centum of the shares of stock of the corporation authorized by subsection (a) of this section which are held by holders other than authorized carriers may be held by persons of the classes described in paragraphs (1), (2), (3), (4), and (5) of section 310(a) of this title. (e) Inspection and copying rights The requirement of section 45(b) of the District of Columbia Business Corporation Act [D.C. Code, § 29-345(b)] as to the percentage of stock which a stockholder must hold in order to have the rights of inspection and copying set forth in that subsection shall not be applicable in the case of holders of stock of the corporation, and they may exercise such rights without regard to the percentage of stock they hold. (f) Transfer and distribution of shares among authorized carriers Upon application to the Commission by any authorized carrier and after notice and hearing, the Commission may compel any other authorized carrier which owns shares of stock in the corporation to transfer to the applicant, for a fair and reasonable consideration, a number of such shares as the Commission determines will advance the public interest and the purposes of this chapter. In its determination with respect to ownership of shares of stock in the corporation, the Commission, whenever consistent with the public interest, shall promote the widest possible distribution of stock among the authorized carriers. (Pub. L. 87-624, title III, § 304, Aug. 31, 1962, 76 Stat. 424; Pub. L. 97-410, § 5, Jan. 3, 1983, 96 Stat. 2045.) AMENDMENTS 1983-Subsec. (b)(2). Pub. L. 97-410 struck out provision which related to purchases of reserved shares of stock by authorized carriers. SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in sections 702, 721 of this title. § 735. Powers of corporation (a) Authorized powers In order to achieve the objectives and to carry out the purposes of this chapter, the corporation is authorized to (1) plan, initiate, construct, own, manage, and operate itself or in conjunction with foreign governments or business entities a commercial communications satellite system; (2) furnish, for hire, channels of communication to United States communications common carriers and to other authorized entities, foreign and domestic; and (3) own and operate satellite terminal stations when licensed by the Commission under section 721(c)(7) of this title. (b) Specific corporate activities Included in the activities authorized to the corporation for accomplishment of the purposes indicated in subsection (a) of this section, are, among others not specifically named (1) to conduct or contract for research and development related to its mission; (2) to acquire the physical facilities, equipment and devices necessary to its operations, including communications satellites and associated equipment and facilities, whether by construction, purchase, or gift; (3) to purchase satellite launching and related services from the United States Government; (4) to contract with authorized users, including the United States Government, for the services of the communications satellite system; and (5) to develop plans for the technical specifications of all elements of the communications satellite system. (c) Usual powers of stock corporation To carry out the foregoing purposes, the corporation shall have the usual powers conferred upon a stock corporation by the District of Columbia Business Corporation Act [D.C. Code, § 29-301 et seq.). (Pub. L. 87-624, title III, § 305, Aug. 31, 1962, 76 Stat. 425.) REFERENCES IN TEXT The District of Columbia Business Corporation Act, referred to in subsec. (c), is act June 8, 1954, ch. 269, 68 Stat. 179, as amended, which appears in chapter 3 (§ 29-301 et seq.) of Title 29, Corporations, of the District of Columbia Code. SUBCHAPTER IV-MISCELLANEOUS PROVISIONS 8741. Common carrier status of corporation; laws applicable to corporation; common carrier activity; conflict of laws The corporation shall be deemed to be a common carrier within the meaning of section 3(h) of the Communications Act of 1934, as amended [47 U.S.C. 153(h)], and as such shall be fully subject to the provisions of title II [47 U.S.C. 201 et seq.] and title III [47 U.S.C. 301 et seq.] of that Act. The provision of satellite terminal station facilities by one communication common carrier to one or more other communications common carriers shall be deemed to be a common carrier activity fully subject to the Communications Act [47 U.S.C. 151 et seq.). Whenever the application of the provisions of this chapter shall be inconsistent with the application of the provisions of the Communications Act, the provisions of this chapter shall govern. (Pub. L. 87-624, title IV, § 401, Aug. 31, 1962, 76 Stat. 426.) REFERENCES IN TEXT The Communications Act of 1934, referred to in text, is act June 19, 1934, ch. 652, 48 Stat. 1964, as amended, which is classified principally to chapter 5 (§ 151 et seq.) of this title. Titles II and III of the Communications Act of 1934 are classified generally to subchapters II (§ 201 et seq.) and III (§ 301 et seq.), respectively, of chapter 5 of this title. For complete classification of this Act to the Code, see section 609 of this title and Tables. $742. Foreign business negotiations of corporation; notice to Department of State; advice and assistance from Department of State Whenever the corporation shall enter into business negotiations with respect to facilities, operations, and services authorized by this chapter with any international or foreign entity, it shall notify the Department of State of the negotiations, and the Department of State shall advise the corporation of relevant foreign policy considerations. Throughout such negotiations the corporation shall keep the Department of State informed with respect to such considerations. The corporation may request the Department of State to assist in the negotiations, and that Department shall render such assistance as may be appropriate. (Pub. L. 87-624, title IV, § 402, Aug. 31, 1962, 76 Stat. 426.) § 743. Sanctions (a) Petition of Attorney General for equitable relief; venue If the corporation created pursuant to this chapter shall engage in or adhere to any action, practices, or policies inconsistent with the policy and purposes declared in section 701 of this title, or if the corporation or any other person shall violate any provision of this chapter, or shall obstruct or interfere with any activities authorized by this chapter, or shall refuse, fail, or neglect to discharge his duties and responsibilities under this chapter, or shall threaten any such violation, obstruction, interference, refusal, failure, or neglect, the district court of the United States for any district in which such corporation or other person resides or may be found shall have jurisdiction, except as otherwise prohibited by law, upon petition of the Attorney General of the United States, to grant such equitable relief as may be necessary or appropriate to prevent or terminate such conduct or threat. (b) Punishment, liability or sanction under other provisions Nothing contained in this section shall be construed as relieving any person of any punishment, liability, or sanction which may be imposed otherwise than under this chapter. (c) Duty of compliance with provisions of chapter and rules and regulations It shall be the duty of the corporation and all communications common carriers to comply, insofar as applicable, with all provisions of this chapter and all rules and regulations promulgated thereunder. (Pub. L. 87-624, title IV, § 403, Aug. 31, 1962, 76 Stat. 426.) 8 744. Reports to the Congress (a) President The President shall transmit to the Congress in January of each year a report which shall include a comprehensive description of the activities and accomplishments during the preceding calendar year under the national program referred to in section 721(a)(1) of this title, together with an evaluation of such activities and accomplishments in terms of the attainment of the objectives of this chapter and any recommendations for additional legislative or other action which the President may consider necessary or desirable for the attainment of such objectives. (b) Corporation The corporation shall transmit to the President and the Congress, annually and at such other times as it deems desirable, a comprehensive and detailed report of its operations, activities, and accomplishments under this chapter. (c) Commission The Commission shall transmit to the Congress, annually and at such other times as it deems desirable, (i) a report of its activities and actions on anticompetitive practices as they apply to the communications satellite programs; (ii) an evaluation of such activities and actions taken by it within the scope of its authority with a view to recommending such additional legislation which the Commission may consider necessary in the public interest; and (iii) an evaluation of the capital structure of the corporation so as to assure the Congress that such structure is consistent with the most efficient and economical operation of the corporation. (Pub. L. 87-624, title IV, § 404, Aug. 31, 1962, 76 Stat. 426.) § 751. Congressional declaration of policy and purpose (a) Development and operation of global system to serve needs of United States and foreign countries The Congress hereby declares that it is the policy of the United States to provide for the participation of the United States in the International Maritime Satellite Organization (hereinafter in this subchapter referred to as "INMARSAT") in order to develop and operate a global maritime satellite telecommunications system. Such system shall have facilities and services which will serve maritime commercial and safety needs of the United States and foreign countries. (b) Corporate participation; private entity status; non-Government agency It is the purpose of this subchapter to provide that the participation of the United States in INMARSAT shall be through the Communications Satellite Corporation, which constitutes a private entity operating for profit, and which is not an agency or establishment of the Federal Government. (Pub. L. 87-624, title V, § 502, as added Pub. L. 95-564, Nov. 1, 1978, 92 Stat. 2392.) entity of the United States for participation in INMARSAT, for the purpose of providing international maritime satellite telecommunications services. (2) The corporation also shall have authority to participate in any other maritime satellite telecommunications system on an interim basis to serve the maritime commercial and safety needs of the United States through an interim operating arrangement in accordance with subsection (b) of this section. (3) The corporation may participate in and is hereby authorized to sign the operating agreement or other pertinent instruments of INMARSAT as the sole designated operating entity of the United States. (b) Interim operating arrangements for participation in other systems; terms and conditions; participation provisions also applicable to interim arrangements (1) The corporation may participate in any maritime satellite telecommunications system under subsection (a)(2) of this section only if (A) the corporation signs the operating agreement of INMARSAT before beginning such participation; (B) such participation is in the nature of an interim operating arrangement remaining in effect only until INMARSAT begins its operations; and (C)(i) in the case of participation which may be undertaken only pursuant to a treaty or executive agreement, such treaty or executive agreement is in effect; or (ii) in any case in which participation does not require any treaty or executive agreement, the President does not disapprove such participation during the period of 60 calendar days after the corporation notifies the President of such proposed participation. (2) If the corporation participates in an interim operating arrangement with a maritime satellite telecommunications system under this subsection, the provisions of this subchapter relating to participation of the corporation in INMARSAT also shall apply to such interim participation. (3) Any disapproval by the President under paragraph (1)(C)(ii) shall be published in the Federal Register as soon as practicable after the date of such disapproval. (c) Powers of corporation The corporation (1) may own and operate satellite earth terminal stations in the United States; (2) shall interconnect such stations, and the maritime satellite telecommunications provided by such stations, with the facilities and services of United States domestic common carriers and international common carriers, other than any common carrier or other entity in which the corporation has any ownership interest, as authorized by the Commission; (3) shall interconnect such stations and the maritime satellite telecommunications provided by such stations, with the facilities and services of private communications systems, |