WHEREAS, it
is desirable that the objective of establishing and developing a
commercial bank which shall ultimately be a privately run bank for the
benefit of veterans now be accelerated;chanroblesvirtualawlibrary
WHEREAS, it is desirable that the benefits through such a banking
institution which are available to veterans and their beneficiaries
shall also be made to military personnel even before their retirement
or honorable discharge from the Armed Forces of the Philippines;chanroblesvirtualawlibrary
WHEREAS, it is desirable that the ultimate goal of becoming an expanded
commercial bank should be facilitated through participation of other
military personnel, through their various retirement and mutuald funds
or through any other arrangements, thus taking advantage of economies
of scale; and chanroblesvirtualawlibrary
WHEREAS, under Presidential Decree No. 1416, as amended, the President
is empowered to undertake such organizational and related improvements
as may be appropriate in the light of changing circumstances and new
developments.
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines,
by virtue of the powers vested in me by the Constitution and the
authority vested in me by Presidential Decree No. 1416, as amended, do
hereby decree and ordain:cralaw:red
Section 1. Republic Act No. 3518 entitled "An Act
Creating the Philippine Veterans Bank, and For Other Purposes," as
amended, is hereby further amended to read as follows:cralaw:red
"Sec. 1. Name — Domicile and Place of Business —
Branches. — The Philippine Veterans Bank is hereby reorganized and
renamed as the Philippine Military and Veterans Bank. Its principal
domicile and place of business shall be in Metropolitan Manila but
branches, agencies, offices, or extensions may be established in the
provinces and cities in the Philippines or abroad as the Board of
Directors may decide, upon prior approval of the Monetary Board. chanroblesvirtualawlibrary
"Sec. 2. Corporate Powers. — The Philippine Military
and Veterans Bank, upon its organization, shall be a body corporate and
shall have the power to carry on and engage in the business of
commercial banking and, with prior approval of the Monetary Board,
expanded commercial banking; to have and exercise, subject to the laws
of the Philippines, all rights, privileges, powers and attributes of a
commercial bank; to engage in and carry on the business of a trust
company; to exercise the general powers of corporations as provided by
law insofar as they are not inconsistent and incompatible with the
provisions of this act; and to adopt such by-laws and formulate
policies, rules and regulations for the effective operation of the Bank
in conformity with this Act and other existing laws. chanroblesvirtualawlibrary
"Sec. 3. Authorized Capital Stock, Par Value of
Shares. —chanroblesvirtualawlibrary
(a) The authorized capital stock of the Philippine
Military and Veterans Bank shall be one Billion Pesos (P1,000,000,000)
divided into seventy million (70,000,000) common shares and thirty
million (30,000,000) preferred shares with a par value of Ten Pesos
(P10.00) each: Provided, That the stockholders may, in accordance with
the applicable provision of the Corporation Code and subject to the
approval by the Monetary Board, increase the capital stock of the Bank:
Provided, further, that any such increase shall be registered with the
Securities and Exchange Commission.
The seventy million (70,000,000) common shares shall consist of the
shares subscribed and fully paid by the National Government for and in
behalf of veterans known and determined as of June 30, 1983, and the
balance to be subscribed by veterans, military personnel, retirees and
pensioners from the Armed Forces of the Philippines, any duly
incorporated organization, institution, association or entity formed or
organized by or for the benefit of military personnel or retirees or
pensioners from the Armed Forces of the Philippines and any other
interested investor from the private sector: Provided, That the
corporate and individual stockholdings in the Bank shall be within the
ceilings prescribed in Sections 12(b) and (d) of Republic Act No. 337,
as amended.
The thirty million (30,000,000) preferred shares shall consist of the
shares subscribed and fully paid by the National Government in behalf
of veterans known and determined as of June 30, 1983 and the balance
shall be open for subscription by those who are eligible to subscribe
to common shares as provided in the preceding paragraph hereof:
Provided, That the preferred shares shall have such features and terms
as may be decided upon by the Board of Directors of the Bank, subject
to the provisions of existing applicable laws and regulations.
(b) Shares of stock, common and/or preferred,
outstanding as of the date of the effectivity of this Act, fully
subscribed and paid by the Government of the Republic of the
Philippines for and in behalf of the veterans, their widows, orphans or
compulsory heirs as defined and determined under Section 4 hereof shall
be distributed equally among the veterans at the rate of one common
and/or preferred share for each veteran: Provided, That all common
shares of stock which were subscribed by the National Government for
and in behalf of veterans of World War II known and determined as of
June 30, 1983 which are still in the name of the Republic of the
Philippines, including common shares of stock already issued in the
name of veterans, their widows, orphans or compulsory heirs but which
have not actually been delivered to said veterans, their widows,
orphans or compulsory heirs for any reason whatever, shall forthwith be
held in trust for the veterans, their widows, orphans or compulsory
heirs in whose names said shares are issued, or who shall eventually be
determined by the Philippine Veterans Affairs Office to be entitled to
said shares, and the voting and other rights pertaining to said shares
shall be exercised by the President of the Philippines until such time
as the shares have been delivered to their rightful owners. chanroblesvirtualawlibrary
"Sec. 4. Definition of Terms. — The term "veteran or
veterans" shall include any person or persons who served in the
regularly constitutedr, land, or naval services or army, or in such
non-regularly organized military units in the Philippines during World
War II and whose services with such units are duly recognized by the
Republic of the Philippines or by the Government of the United States,
those who served in the Philippine Expeditionary Force to Korea and
Vietnam, or in any armed conflict in which the Philippines may be
involved in the future, and the "retirees and pensioners" of the Armed
Forces of the Philippines, and the military personnel who served in the
post World War II military service for at least ten years: Provided,
That the said veterans or retirees have been discharged under honorable
conditions from the service or continue in the active military service
or are carried in the military roster on inactive reserve: Provided,
further, That for purposes of this Act, the term "veteran or veterans"
shall also include the widows, orphans and compulsory heirs of deceased
veterans in the direct ascending line and direct descending line,
excluding their grandchildren and great-grandchildren.
"Military personnel" shall refer to those persons in active service in
any branch of the Armed Forces of the Philippines.
"Retirees and pensioners" shall include military personnel who have
retired or who have been honorably separated from active service in any
branch of the Armed Forces of the Philippines.
"Sec. 5. Board of Directors, Composition, Tenure and
Qualification. —chanroblesvirtualawlibrary
(a) The Board of Directors of the Philippine
Military and Veterans Bank shall consist of eleven (11) members, with a
representative of the Ministry of National Defense designated by the
Minister of National Defense and the President of the Bank as
ex-officio members. The remaining nine other members shall be elected
in accordance with the provisions of the Corporation Code of the
Philippines governing election of members of the Board of Directors and
shall possess the qualifications prescribed by the Monetary Board:
Provided, That the number of members of the Board of Directors may be
increased to not more than 15 or to such number as may be allowed under
the provisions of the Corporation Code or Republic Act No. 337, as
amended, as may be decided by the stockholders of the Bank in
accordance with existing applicable laws and regulations. chanroblesvirtualawlibrary
"Sec. 6. Powers and Functions of the Board of
Directors. — The Board of Directors shall have the following powers and
functions: (a) Exercise all the corporate powers provided in this Act
and such other powers of a corporation provided in the Corporation Code
not inconsistent with the provisions of this Act, direct the affairs
and business of the Philippine Military and Veterans Bank and manage,
control and preserve its property;chanroblesvirtualawlibrary
(b) Formulate policies necessary to carry out
effectively the provisions of this Act and adopt such by-laws, rules
and regulations for the effective operation of the Bank in conformity
with this Act and other existing laws: Provided, That policies on the
granting of loans shall take into consideration the credit requirements
of military personnel, veterans, and pensioners or their direct
ascendants or descendants.
(c) Determine the organization of the Bank by
creating the necessary departments or offices as are essential for the
efficient operation of the Bank; and
(d) Subject to prior approval of the Monetary Board,
establish branches or agencies in provinces or cities within the
country and/or in other countries. chanroblesvirtualawlibrary
"Sec. 7. President and Vice Presidents. — The chief
executive officer of the Philippine Military and Veterans Bank shall be
the President, who shall be chosen by the Board of Directors. He shall
be concurrently the Vice Chairman of the Board of Directors, and shall
be assisted by such Vice Presidents as may be appointed by the Board of
Directors upon the recommendation of the President. The President and
the Vice Presidents shall possess the qualifications, integrity, and
expertise in banking and finance prescribed by Central Bank
regulations. The salaries of the President and the Vice Presidents
shall be fixed by the Board of directors.
"Sec. 8. Duties and Powers of the President. — The
President of the Philippine Military and Veterans Bank shall, among
others, execute and administer the policies, measures, orders, and
resolutions approved by the Board of Directors, and direct and
supervise the operation and administration of the Bank, and he shall
have and exercise the powers and duties as may be provided in the
by-laws or authorized him by the Board of Directors.
"Sec. 9. Legal Counsel. — The Philippine Military
and Veterans Bank shall have its own legal department, the chief of
which shall be appointed by the Board of Directors. The Board may
engage the professional services of private external legal counsel
whenever deemed necessary.
"Sec. 10. Auditor. — The Philippine Military and
Veterans Bank shall have its own auditor, who shall be appointed and
removed by the Board of Directors.
"Sec. 11. Appointment and Removal of Other Officers
and Employees. — All other officers and employees of the Philippine
Military and Veterans Bank shall be appointed and removed by the Board
of Directors upon recommendation of the President of the Bank:
Provided, however, That in the appointment of said personnel,
preference shall be given to persons who possess the qualifications,
integrity, experience and expertise in banking and finance as
determined under pertinent Central Bank regulations.
"Sec. 12. Supervision and Examination by the Central
Bank. — The Philippine Military and Veterans Bank shall be subject to
supervision and examination by the Central Bank in accordance with
Republic Act No. 265, as amended, and Republic Act No. 337, as amended.
"Sec. 13. Prohibition Against Charging Fees in
Securing Loans, and Penalties for Violation. — No fee, charge or
commission in any form shall be exacted, demanded, or received, for
obtaining loans, directly or indirectly, by any director, officer,
employee, or agent of the Philippine Military and Veterans Bank for his
service or for the use of his influence in obtaining a loan from the
Bank. Any director, officer, employee or agent so exacting, demanding
or receiving any fee in violation of this provision shall be punished
by a fine of not exceeding P10,000 or by imprisonment of not more than
five years, or both, such fine or imprisonment to be imposed at the
discretion of the Court.
"Sec. 14. Distribution of Net Profits. —
Distribution of net profits resulting from operations shall be in
accordance with the provisions of the Corporation Code, and the rules
and regulations of the Central Bank.
"Sec. 15. Term of Legal Existence. — The legal
existence of the Philippine Military and Veterans Bank under this Act
shall be for a period of fifty (50) years, from and after the date of
the approval of this Act: Provided, That, thereafter, the shareholders
may, in accordance with the appropriate provisions of the Corporation
Code, apply for renewal or extension of the corporate life of the Bank
with the Securities and Exchange Commission. chanroblesvirtualawlibrary
"Sec. 16. Philippine Military and Veterans Bank
Authorized to Receive Deposits of Government Funds as a Government
Depository. — The Philippine Military and Veterans Bank is hereby
authorized to accept deposits from and to render general banking
services to the Ministry of National Defense, its subordinate units,
and its attached entities. The Bank may be authorized as a government
depository or providing general banking services for other government
offices and entities in accordance with applicable law and rules.
"Sec. 17. Membership in the Government Service
Insurance System or the Social Security System. — Officials and
employees already in the service of the Philippine Military and
Veterans Bank at the time of the approval of this amended Charter, who
are members of the Government Service Insurance System (GSIS), may
continue such membership at the option of the Board of Directors and
the Bank shall pay the corresponding employer's (government) share of
the premia: Provided, That eligibility to benefits arising from such
membership shall be in accordance with the applicable GSIS rules and
regulations: Provided, however, That officials and employees appointed
thereafter shall be covered by the Social Security System for purposes
of insurance and retirement.
"Sec. 18. Articles of Incorporation. — This Act,
upon its approval, shall be deemed and accepted, for all legal intents
and purposes as the statutory articles of incorporation or Charter of
the Philippine Military and Veterans Bank; and notwithstanding the
provisions of any existing law to the contrary, the Bank shall be
deemed registered and duly authorized to do business and operate as a
commercial banking corporation and exercise the powers and functions of
a corporation as provided in the Corporation Code not inconsistent with
the provisions of this Act as of the date of approval of this
Act. chanroblesvirtualawlibrary
"Sec. 19. By-Laws. — Within one month after the
approval of this Act, the by-laws of the Philippine Military and
Veterans Bank, for its organizational, functional and operational
government and procedures, shall be adopted by the affirmative vote of
the stockholders representing a majority of all the subscribed capital
stock entitled to vote, whether paid or unpaid, and registered with the
Securities and Exchange Commission in accordance with law, subject to
certification by the Monetary Board pursuant to Section 10 of Republic
Act No. 337, as amended.
The by-laws, duly certified by the Monetary Board and registered with
the Securities and Exchange Commission as aforesaid, shall be kept in
the principal office of the Philippine Military and Veterans Bank,
subject to the inspection by the stockholders, during the office hours.
"Sec. 20. Any law or part of law inconsistent with
the provisions of this Act is hereby repealed." chanroblesvirtualawlibrary
Section 2. The Minister of Finance, the Minister of
the Budget and the Governor of the Central Bank, immediately after the
issuance of this Presidential Decree, shall take the necessary steps to
implement the restructuring of the capital of the Philippine Military
and Veterans Bank so that the book value of the 746,223 common and
preferred shares of stock of the Bank issued to and/or reserved for
veterans known and determined as of June 30, 1983 shall be Ten Pesos
(10.00) per share before the infusion of other new equity funds. For
this purpose, the Central Bank shall determine, on the basis of the
results of its examination of the Bank as of June 30, 1983, the amount
necessary to raise to P10.00 the book value per share of stock in the
Bank and such determination shall be final and conclusive. The Bank
shall issue a share of stock of the recognized Bank in exchange for
each outstanding share of stock. The Corporate Secretary of the Bank
shall, within the soonest time practicable after the issuance of this
Presidential Decree, prepare and submit to the Ministry of Finance, the
Ministry of the Budget and the Central Bank, a certified list of the
746,223 shares issued and outstanding, particularly indicating the
names of veteran to whom the share were issued, the number thereof and
whether the shares have been delivered or are yet to be delivered to
the veterans in whose names the shares are issued.
The Philippine Veterans Administration shall similarly within the same
period of time submit a certified copy of the roster of veterans duly
recognized and acknowledged as such by the Philippine Veterans
Administration as of June 30, 1983. Additional shares of stock, common
or preferred, may be issued to each veteran, widow, orphan or
compulsory heir corresponding to his pro rata entitlement from any
additional fund infusion arising from a release from the General Fund
pursuant to an appropriation for the purpose specifically for the
benefit of veterans shareholders determined and named at the time of
approval of this Presidential Decree or other resources as many be
generated by the old veterans stockholders' group. Any such additional
share shall be issued in the name of the individual veteran
beneficiary. Similarly, collections from accounts previously identified
and classified by the Central bank as losses shall be credited pro rata
to the equity holdings of the veterans-stockholders known and
determined as such as of June 30, 1983.
Section 3. The paid-in capital of the Philippine
Military and Veterans Bank shall be increased through the initial
investment of at least Two Hundred Million Pesos (P200,000,000) by
other investors, including organizations, institutions, association or
entities formed or organized by or for the benefit of military
personnel or relatives of pensioners from the Armed Forces of the
Philippines, such as, but not limited to, the Armed Forces Retirement
and Separation Benefits System. chanroblesvirtualawlibrary
Section 4. The Board of Directors of the Bank is
hereby authorized to negotiate and enter into any agreement with
prospective investors for the purpose of restructuring and further
strengthening the capital base of the Bank, subject to the provisions
of this Presidential Decree.
Section 5. The Bank shall be reorganized within six
months from the issuance of this Presidential Decree and the present
personnel complement of the Bank may be transferred, reassigned or laid
off. Officials and employees who are laid off as a result of the
reorganization shall be entitled to all benefits and gratuities
provided under existing applicable laws. Pending the adoption of a new
bargaining agreement, the terms of employment of those who will remain
with the Bank after the reorganization shall be determined by the Board
of Directors, the provisions of any law or agreement to the contrary
notwithstanding.
Section 6. The restructuring and reorganization of
the Bank is hereby declared as affecting the national interest and to
ensure the attainment of the objectives of this Decree and to
facilitate the quasi-reorganization of the Bank, the Minister of Labor
shall assume jurisdiction over all labor dispute causing or likely to
cause strikes or lockouts in the Bank which may occur within a period
of three (3) years from the date of issuance of this Decree and decided
it or certify the same to the National Labor Relations Commission for
compulsory arbitration. Such assumption or certification shall have the
effect of automatically enjoining the intended or impending strike or
lockout, any provision of law to the contrary notwithstanding:
Provided, however, that nothing in the provisions of this Presidential
Decree shall preclude or militate against the right of any employee of
the Bank to form or belong to any labor organization.
Section 7. All laws, decrees, orders, proclamations,
rules, regulations, or parts thereof, which are inconsistent with any
of the provisions of this Presidential Decree, are hereby repealed or
modified accordingly. chanroblesvirtualawlibrary
Section 8. Any portion or provision of this
Presidential Decree that may be declared unconstitutional shall not
have the effect of nullifying the other provisions thereof: Provided,
That such remaining portions can still stand and be given effect in
their entirety to accomplish the objectives of this Decree.
Section 10. This Presidential Decree shall take
effect immediately.
Done in the City of Manila,
this 29th day of February, in the year of our Lord, Nineteen Hundred
and Eighty-Three.
|