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PRESIDENTIAL DECREE NO. 346
PRESIDENTIAL DECREE NO. 346
- AMENDING THE CHARTER OF THE PHILIPPINE AEROSPACE DEVELOPMENT
CORPORATION, PRESIDENTIAL DECREE NO. 286, DATED SEPTEMBER 5, 1973, AND
FOR OTHER PURPOSES
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WHEREAS,
the Philippine Aerospace Development Corporation, in undertaking
development projects prescribed therefor, now requires a restructured
capital and organizational set-up that shall allow greater
responsiveness and flexibility in meeting management and capital
demands and provide full protection for the national
interest; chanroblesvirtualawlibrary
WHEREAS, for this purpose, its corporate charter, Presidential Decree
No. 286, needs to be amended;chanroblesvirtualawlibrary
NOW, THEREFORE, I, FERDINAND E. MARCOS, Commander-in-Chief of all the
Armed Forces of the Philippines, pursuant to Proclamation No. 1081,
dated September 21, 1972, and General Order No. 1 dated September 22,
1972, as amended, do hereby decree and order that certain provisions of
Presidential Decree No. 286, dated September 5, 1973, be amended:cralaw:red
Section 1. Section 1, is hereby amended to read as
follows:cralaw:red
"Sec. 1. PURPOSE OF THE CORPORATION. — The Philippine
Aerospace Development Corporation, hereinafter referred to as the
Corporation, shall be governed by this Decree and its by-laws, as
authorized hereunder, and shall have succession for a period of fifty
years from and after the date of the approval of this Decree. The
principal office of the Corporation SHALL BE LOCATED IN A PLACE TO BE
DETERMINED BY THE BOARD OF DIRECTORS.
THE CORPORATION SHALL HAVE THE FOLLOWING PURPOSES: chanroblesvirtualawlibrary
[1] a. To undertake all manner of
activity, business or development projects for the establishment of a
reliable aviation and aerospace industry, including the assembly and
manufacture of all forms ofrcraft, device, equipment or contraption and
studies or researches for innovations and improvements thereon.
[2] b. To engage in the
maintenance, repair/overhaul, and modification of aerospace and
associated flight and ground equipment and components thereof in order
to provide technical services and overhaul support to the Philippiner
Force, the nationalrline, foreignrline companies, foreignr forces and
to the aviation industry in general."
Section 2. Section 2 paragraph (7) of the Decree is
hereby amended to read as follows:cralaw:red
"Sec. 2. POWERS OF THE CORPORATION In order to
accomplish the foregoing corporate purposes, the Corporation shall be
vested with the following powers:cralaw:red
7. TO INVEST, OWN OR OTHERWISE PARTICIPATE IN EQUITY
IN ANY ESTABLISHMENT, FIRM OR ENTITY ENGAGED IN THE AEROSPACE INDUSTRY;
TO FORM, ORGANIZE, ESTABLISH AND MAINTAIN SUCH SUBSIDIARY OR
SUBSIDIARIES AS IT MAY DEEM NECESSARY TO UNDERTAKE ITS DEVELOPMENT
PROJECTS, PROVIDED THAT SUCH SUBSIDIARY OR SUBSIDIARIES SHALL EACH HAVE
A BOARD OF DIRECTORS OF SEVEN MEMBERS IN WHICH AT LEAST ONE OF THE
DIRECTORS REPRESENTING THE GOVERNMENT SHALL BE ELECTED FROM AMONG THE
SEVEN MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION; and to
execute any and all acts which a partnership or a natural person is
authorized to perform under laws now existing or which may hereafter be
enacted; and" chanroblesvirtualawlibrary
Section 3. Section 3 of the Decree is hereby amended
to read as follows:cralaw:red
"Sec. 3. CAPITAL STOCK. — THE CORPORATION
SHALL HAVE A CAPITAL STOCK DIVIDED INTO THREE MILLION NO-PAR SHARES TO
BE SUBSCRIBED, PAID FOR AND VOTED AS FOLLOWS:cralaw:red
a. TWO MILLION SHARES OF STOCK SHALL BE SUBSCRIBED
AND PAID FOR BY THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES. FOR
THIS PURPOSE, THE AMOUNT OF TEN MILLION (P10,000,000.00) PESOS SET
ASIDE AND APPROPRIATED FROM THE PROCEEDS OF THE GENERAL FUND UNDER
PRESIDENTIAL DECREE NO. 286, DATED SEPTEMBER 5, 1973. SHALL BE APPLIED
TO THE FULL PAYMENT OF THE TWO MILLION SHARES SUBSCRIBED BY THE
GOVERNMENT.
b. FIVE HUNDRED THOUSAND SHARES OF STOCK SHALL EACH
BE SUBSCRIBED AND PAID FOR BY THE DEVELOPMENT BANK OF THE PHILIPPINES
AND THE GOVERNMENT SERVICE INSURANCE SYSTEM AT ISSUE VALUES TO BE
DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION.
The voting power pertaining to shares of stock subscribed by the
Government of the Republic of the Philippines shall be vested in the
President or in such person or persons as he may designate.
THE VOTING POWER PERTAINING TO SHARES OF STOCK SUBSCRIBED BY THE
DEVELOPMENT BANK OF THE PHILIPPINES AND THE GOVERNMENT SERVICE
INSURANCE SYSTEM SHALL BE VESTED IN THE CHAIRMAN, BOARD OF GOVERNORS,
AND THE GENERAL MANAGER, RESPECTIVELY. chanroblesvirtualawlibrary
Each share of stock shall present one vote and any agreement, contract,
arrangement, scheme or plan that shall transfer ownership and voting
rights over such shares SUCH THAT THE PUBLIC CORPORATE NATURE OF THE
CORPORATION SHALL BE IMPAIRED OR REMOVED IS PROHIBITED."
Section 4. Section 4 of the Decree shall be amended
to read as follows:cralaw:red
"Sec. 4. BOARD OF DIRECTORS. — The Corporation shall
be governed and its activities shall be directed, controlled and
managed by a Board of Directors which shall be composed of FIVE (5)
ex-officio members, namely, the Executive Secretary, the Secretary of
National Defense, THE SECRETARY OF INDUSTRY, the Chairman, Board of
Governors of the Development Bank of the Philippines, GENERAL MANAGER,
GOVERNMENT SERVICE INSURANCE SYSTEM AND TWO (2) OTHER members to be
appointed by the President of the Philippines. The Two appointive
directors shall each serve for a term of TWO (2) years. The President
shall appoint a Chairman from among the seven directors."
Section 5. Section (5) paragraph (1) of the Decree is
hereby amended to read as follows:cralaw:red
"Sec. 5. Functions and Duties of the Board of
Directors. —chanroblesvirtualawlibrary
(1) THE BOARD SHALL APPOINT AND FIX THE SALARIES OF
SUCH EXECUTIVE OFFICERS and other officials of the Corporation as may
be necessary for the accomplishment of its corporate purposes."
Section 6. A new section is hereby added to the
Decree. chanroblesvirtualawlibrary
Sec. 8. FOREIGN LOANS. — THE CORPORATION IS
HEREBY AUTHORIZED TO CONTRACT LOANS, CREDITS, ANY CONVERTIBLE FOREIGN
CURRENCY OR CAPITAL GOODS, AND INDEBTEDNESS FROM TIME TO TIME FROM
FOREIGN GOVERNMENTS, OR ANY INTERNATIONAL FINANCIAL INSTITUTIONS OR
FUND SOURCES OR TO ISSUE BONDS, THE TOTAL OUTSTANDING AMOUNT OF WHICH,
EXCLUSIVE OF INTEREST, SHALL NOT EXCEED ONE BILLION UNITED STATES
DOLLAR OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES, ON SUCH TERMS AND
CONDITIONS AS IT SHALL DEEM APPROPRIATE FOR THE ACCOMPLISHMENT OF ITS
PURPOSES AND TO ENTER INTO AND EXECUTE AGREEMENTS AND OTHER DOCUMENTS
SPECIFYING SUCH TERMS AND CONDITIONS.
THE PRESIDENT OF THE PHILIPPINES, BY HIMSELF, OR THROUGH HIS DULY
AUTHORIZED REPRESENTATIVE, IS HEREBY AUTHORIZED TO NEGOTIATE AND
CONTRACT WITH FOREIGN GOVERNMENTS OR ANY INTERNATIONAL FINANCIAL
INSTITUTIONS OR FUNDS SOURCES, IN THE NAME AND IN BEHALF OF THE
CORPORATION, ONE OF SEVERAL LOANS, FOR THE ACCOMPLISHMENT OF ITS
PURPOSES. chanroblesvirtualawlibrary
THE PRESIDENT OF THE PHILIPPINES, BY HIMSELF, OR THROUGH HIS DULY
AUTHORIZED REPRESENTATIVE, IS HEREBY FURTHER AUTHORIZED TO GUARANTEE,
ABSOLUTELY AND UNCONDITIONALLY, AS PRIMARY OBLIGOR AND NOT AS SURETY
MERELY, IN THE NAME AND IN BEHALF OF THE REPUBLIC OF THE PHILIPPINES,
THE PAYMENT OF THE LOANS, CREDITS, INDEBTEDNESS AND BONDS ISSUED UP TO
THE AMOUNT WHICH THE PRESIDENT OF THE PHILIPPINES IS AUTHORIZED TO
GUARANTEE UNDER REPUBLIC ACT NUMBERED SIXTY-ONE HUNDRED FORTY-TWO, AS
AMENDED, AS WELL AS THE PERFORMANCE OF ALL OR ANY OF THE OBLIGATIONS
UNDERTAKEN BY THE CORPORATION IN THE TERRITORY OF THE REPUBLIC OF THE
PHILIPPINES PURSUANT TO LOAN AGREEMENTS OR ANY INTERNATIONAL FINANCIAL
INSTITUTIONS OR FUND SOURCES.
THE LOANS, CREDITS AND INDEBTEDNESS CONTRACTED UNDER THIS SUBSection
AND THE PAYMENT OF THE PRINCIPAL, INTEREST AND OTHER CHARGES THEREON,
AS WELL AS THE IMPORTATION OF MACHINERY, EQUIPMENT, MATERIALS, SUPPLIES
AND SERVICES, BY THE CORPORATION, PAID FROM THE PROCEEDS OF ANY LOAN,
CREDIT OR INDEBTEDNESS INCURRED UNDER THIS ACT, SHALL ALSO BE EXEMPT
FROM ALL DIRECT AND INDIRECT TAXES, FEES, IMPORTS, OTHER CHARGES AND
RESTRICTIONS, INCLUDING IMPORT RESTRICTIONS PREVIOUSLY AND PRESENTLY
IMPOSED, AND TO BE IMPOSED BY THE REPUBLIC OF THE PHILIPPINES, OR ANY
OF ITS AGENCIES AND POLITICAL SUB-DIVISIONS."
This Decree shall take effect immediately. chanroblesvirtualawlibrary
Done in the City of Manila,
this 14th day of December, in the year of Our Lord, nineteen hundred
and seventy-three.
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