INJUNCTIONS

Section 21. An injunction shall not be granted to prevent the application of this Act or any part thereof.

INCONSISTENT PROVISIONS OF OTHER ACTS SUPERSEDED

Section 22. Insofar as the provisions of this Act are inconsistent with the provisions of any other Act of the Legislature of Puerto Rico, the provisions of this Act shall be controlling and no law heretofore or hereafter passed governing the administration of the Insular Government or any parts, offices, bureaus, departments, commissions, dependencies, municipalities, branches, agents, officers, or employees thereof shall be construed to apply to the Authority unless so specifically provided, but the affairs and business of the Authority shall be administered as provided herein.

Section 23. If any provisions of this Act or the application of such provisions to any person or circumstance shall be held invalid, the remainder of the Act and the application of such provisions to persons or circumstances other than those as to which it shall have been held invalid shall not be affected thereby.

APPROPRIATION

Section 24. The sum of one million (1,000,000) dollars is hereby appropriated from any funds in the Treasury not otherwise appropriated, to carry out the provisions of this Act, and the Treasurer is authorized and directed to pay said sum to the Authority, or to the officer or agent thereof that the Board may designate for the purpose.

Section 25.-It is hereby declared that this Act is of an urgent and necessary character, and the same shall, therefore, take effect immediately after its approval. Approved, May 7, 1942.

COMMUNICATIONS AUTHORITY

[No. 212]

AN ACT Creating the Puerto Rico Communications Authority; defining its status and providing for its powers and duties; transferring to it all the properties, rights, duties. and obligations of the insular telegraph and telephone; authorizing it to acquire, construct, maintain, operate, improve, and extend revenueproducing undertakings to continue the development of communications facilities in, to, and from the island; providing for the appointment and status of its officers and employees and for the management of the funds of the Authority, and for the procurement of property and services for the Authority; providing for the fixing and collecting of rates, fees, and other charges for the services of such undertakings and for the segregating or combining and the pledging, charging and otherwise encumbering of the revenues thereof; authorizing it to accept grants and loans from the United States or any agency or instrumentality thereof, to borrow money, and to issue negotiable bonds; providing for the payment of such bonds and for the rights of the holders thereof; authorizing the people of Puerto Rico to acquire property for the Authority, authorizing municipalities and political subdivisions to grant and convey property to the Authority, declaring of public utility any works, projects and property necessary for carrying out the purposes of this act; providing an appropriation of one hundred thousand (100,000) dollars; prohibiting the granting of injunction preventing the enforceability of this act, and for other purposes

Be it enacted by the Legislature of Puerto Rico:

Section 1.-That this Act may be cited as the "Puerto Rico Communications Authority Act."

DEFINITIONS

Section 2.-The following terms, whenever used or referred to in this Act, shall have the following meanings, except where the context clearly indicates otherwise: (a) The term 'Authority" shall mean the Puerto Rico Communications Authority created by this Act.

(b) The term "Board" shall mean the Board of Directors of the Authority. (c) The term "bonds" shall mean the bonds, temporary bonds, refunding bonds, debentures, notes, provisional or interim bonds, receipts, certificates, or other evidences of indebtedness or obligations which the Authority is authorized to issue pursuant to this Act, but shall not include the debts or accounts incurred in the usual course of business for expenses of the Authority.

(d) The term "undertaking" shall mean any piece or pieces of property, or combination thereof, real, personal or mixed, owned, operated, managed, controlled or used by the Authority, or intended to be so owned, operated, managed, controlled or used, in connection with any of its activities, including, but without limitation, any telephone, telegraph, radio, cable, messenger or delivery system or

systems, stations, offices, equipment, supplies, services, facilities, structures and plants, together with all parts and appurtenences thereof.

(e) The term "Federal agency" shall mean the United States of America, the President or any Department thereof, or any corporation, agency, or instrumentality heretofore or hereafter created, designated, or established by, the United States of America.

(f) The term "holder of bonds" or "bondholder" or any similar term shall mean any person who shall be the bearer of any outstanding bond or bonds registered to bearer or not registered or the registered owner of any outstanding bond or bonds which at the time shall be registered other than to bearer.

(g) The term "Insular Telegraph" shall mean all the works and property forming the telegraphic and telephonic communications system belonging to and operated by The People of Puerto Rico and all of the stations, lines, offices, equipment, and other facilities or property used or available for use in connection with the operation of said system.

(h) Words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, partnerships of all kinds and corporations.

CREATION AND COMPOSITION OF THE AUTHORITY

Section 3. (a) The Governor of Puerto Rico, the Commissioner of the Interior of Puerto Rico, and the Commissioner of Agriculture and Commerce of Puerto Rico are hereby created a body corporate and politic constituting a public corporation and governmental instrumentality of The People of Puerto Rico by the name of the "Puerto Rico Communication Authority." Said Members of the Authority shall be entitled to no compensation for their services as Members.

(b) The Authority hereby created is and shall be a governmental instrumentality subject, as provided herein, to the control of certain officers of the Insular Government, namely the Governor, Commissioner of the Interior and Commissioner of Agriculture and Commerce acting in their capacity as Members thereof but it is a corporation having legal existence and personality separate and apart from that of the government and those of the officers so controlling it. The debts, obligations, contracts, bonds, notes, debentures, receipts, expenditures, accounts, funds, undertakings, and property of the Authority, its officers, agents or employees shall be deemed to be those of said government-controlled corporation and not to be those of the Insular Government or any office, bureau, department, commission, dependency, municipality, branch, agent, officer or employee thereof.

BOARD OF DIRECTORS

Section 4.-(a) The powers of the Authority shall be exercised by a Board of Directors consisting of five Members acting as a board. Witin sixty (60) days after this Act becomes effective, the Members shall meet and organize and shall at that time by majority vote elect the five (5) Directors who shall hold office for terms of one, two, three, four, and five years, respectively, as determined by said Members, from the date of their election and until their successors are elected and qualified. Annually thereafter the Members shall meet and elect the successors of said Directors for terms of five (5) years. Vacancies on the Board shall be filled for the unexpired term in the same manner. Within thirty (30) days after their election, the Board shall meet and organize and shall at that time appoint a General Manager of the Authority and a Secretary, neither of whom shall be a Director. The General Manager shall be authorized to attend all meetings of the Board but shall not be entitled to vote.

(b) Three Directors shall constitute a quorum of the Board for all purposes, and action shall be taken only by a vote of a majority. The bylaws of the Authority may authorize the delegation to its General Manager or to its other officers, agents, or employees of such of the powers and duties of the Authority as the Board may deem proper.

GENERAL MANAGER

Section 5.-The General Manager shall be appointed by the Board exclusively upon the basis of merit as determined by technical training, skill, experience, and other qualifications best suited to carrying out the purposes of the Authority; The General Manager shall be removable by the Board but only for cause and after he has been given notice and an opportunity to be heard.

POWERS OF THE AUTHORITY

Section 6. The purposes of the Authority shall be to develop and improve, own, operate, and manage any and all types of communications facilities and services in, to, and from the Island of Puerto Rico and to make available the benefits thereof in the widest economic manner, thereby promoting the general welfare and increasing commerce and prosperity; and the Authority is granted and shall have and may exercise all rights and powers necessary or convenient for carrying out the aforesaid purposes, including (but without limiting the generality of the foregoing) the following:

(a) To have perpetual existence as a corporation;

(b) To adopt, alter, and use a corporate seal, which shall be judicially noticed; (c) To prescribe, adopt, amend, and repeal bylaws governing the manner in which its general business may be conducted and the powers and duties granted to and imposed upon it by law may be exercised and performed;

(d) To have complete control and supervision of any undertaking constructed or acquired by it, including the power to determine the character of and necessity for all its expenditures and the manner in which they shall be incurred, allowed, and paid without regard to the provisions of any laws governing the expenditure of public funds, and such determination shall be final and conclusive upon all officers of the Insular Government, and to prescribe, adopt, amend, and repeal such rules and regulations as may be necessary or proper for the exercise and performance of its powers and duties or to govern the rendering, sale, or exchange of communications service or facilities;

(e) To sue and be sued;

(f) To make contracts and to execute all instruments necessary or convenient in the exercise of any of its powers;

(g) To prepare, or cause to be prepared, plans, designs, and estimates of costs for the construction, reconstruction, extension, improvement, enlargement, or repair of any undertaking or any part or parts thereof, and from time to time to modify such plans, designs, or estimates.

(h) To acquire in any lawful manner including, but without limitation, acquisition by purchase, whether by agreement or by the exercise of the power of eminent domain, lease, bequest, devise, gift, and to hold, maintain, use, and operate any undertaking or part or parts thereof;

(i) To acquire in the manner set forth in subsection (h) hereof, produce, develop, manufacture, hold, conserve, use, distribute, supply, exchange, sell, rent and otherwise dispose of any and all equipment, supplies, services, goods, and such other property, real and personal, as the Authority shall deem necessary, proper, incidental, or convenient in connection with its activities;

(j) To acquire in the manner set forth in subsection (h) hereof and to hold and use any property, real, personal, or mixed, tangible or intangible, or any interest therein, deemed by it to be necessary or convenient for carrying out the purposes of the Authority, and (subject to the limitations contained in this Act (to lease as lessor, or exchange, any property or interest therein at any time acquired by it; (k) To construct, reconstruct, and operate any undertaking or any part or parts thereof, and any additions, improvements, and extensions to any undertaking of the Authority by contract or contracts, or under, through, or by means of its own officers, agents, and employees;

To determine, fix, alter, charge, and collect reasonable rates, fees, rentals, and other charges for the use of the facilities or services of the Authority, or other commodities sold, rendered, or furnished by it, which shall be sufficient for the payment of the expenses of the Authority incurred in the conservation, development, improvement, extension, repair, maintenance, and operation of its facilities and properties, for the payment of the principal of and interest on its bonds, and for fulfilling the terms and provisions of such covenants as may be made with, or for the benefit of, the purchasers or holders of any bonds of the Authority: Provided, That, in fixing rates, fees, rentals, and other charges, the Authority shall have in view the encouragement of the widest economically possible diversified use of its facilities;

(m) To appoint such officers, agents, and employees and vest them with such powers and duties, and to fix, change, and pay such compensation for their services as the Authority may determine;

(n) To borrow money, make and issue bonds of the Authority for any of its corporate purposes, and to secure payment of its bonds and of any and all other obligations by pledge of or lien on all or any of its contracts, revenues, and income only;

(0) To make and issue bonds for the purpose of funding, refunding, purchasing, paying, or discharging any of the outstanding bonds or obligations issued or assumed by it or any bonds or obligations the principal or interest of which is payable in whole or in part from its revenues;

(p) To accept grants from, and enter into contracts, leases, agreements, or other transactions with, any Federal agency, The People of Puerto Rico, or political subdivisions of The People of Puerto Rico, and to expend the proceeds of any such grants for any corporate purposes;

(q) To sell, or otherwise dispose of, any property of any kind, real, personal, or mixed, or any interest therein, that in the judgment of the Board is no longer necessary for carrying on the business of the Authority or for effectuating the purposes of this Act;

(r) To enter on any lands, waters, or premises, after notifying the owners or holders thereof, or their representatives, for the purpose of making surveys, soundings, or examinations;

(8) To acquire, hold and dispose of stocks, memberships, contracts, bonds or other interests in other corporations and to exercise any and all powers or rights in connection therewith and to obtain the organization in accordance with law and exercise partial or complete control over subsidiary, affiliated or associated corporations whenever, in the opinion of the Board, such an arrangement is necessary, appropriate or convenient for the effectuation of the Authority's purposes or the exercise of its powers and to sell, lease, give or otherwise grant any of the property of the Authority or delegate or transfer any of its rights, powers, functions, or duties to any such corporation that shall be subject to its control;

(t) To do all acts or things necessary or convenient to carry out the powers granted to it by this Act or by any other Act of the Legislature of Puerto Rico, or by any Act of the Congress of the United States: Provided, however, That the Authority shall have no power at any time or in any manner to pledge the credit or taxing power of The People of Puerto Rico or any of its political subdivisions, nor shall The People of Puerto Rico or any of its political subdivisions be liable for the payment of the principal of or interest on any bonds issued by the Authority.

OFFICERS AND EMPLOYEES

Section 7.-(a) Appointments, removals, promotions, transfers, discontinu ances, reinstatements, suspensions, leaves of absence and changes in grade, compensation or title of the officers and employees of the Authority shall be made and permitted as provided in rules and regulations to be prescribed by the Board, in pursuance of a general plan similar, insofar as the Board shall deem it consistent with the best interests of the Authority, of its employees and of its service to the public, to that which may be in effect for employees of the Insular Government, under the Civil Service Laws of Puerto Rico. The directors, officers, and employees of the Authority shall be entitled to reimbursement for, or per diem payment in lieu of, such necessary travel expenses as shall be authorized or approved pursuant to rules and regulations of the Board. Officers and employees of any board, commission, agency, or department of The People of Puerto Rico may be appointed to similar positions in the Authority without examination. Any such Insular officers and employees that shall have been so appointed who, prior to said appointment, were beneficiaries of any existing pension, retirement or savings and loan fund system or systems, shall continue to have, after said appointment. the rights, privileges, obligations, and status, with respect thereto that are prescribed by law for officers and employees holding similar positions in the Insular Government, unless within six (6) months after this Act takes effect or six (6) months after said appointment, whichever is later, they or any of them shall signify the intention to relinquish them, in which case they shall then have those of resigned or separated officers or employees of the Insular Government; and all employees so appointed to positions in the Authority who, at the time of their appointment, held or shall have held positions in the Insular Government or any rights or status under the rules and classifications of the Puerto Rico Civil Service Commission, shall have the same status with respect to employment or re-employment in the service of the Insular Government as they had at the time they entered the service of the Authority or such better or higher right or status as the Civil Service Commission shall consider to be consistent with advancement attained in the Authority. All officers and employees appointed to positions in the Authority, who, at the time of their appointment, had, or shall later acquire, some right or status under the rules and classifications of the Puerto Rico Civil Service Commission for appointment to any similar position in the Insular government

shall have, upon request, the same right, privileges, obligations, and status, with respect to becoming beneficiaries of any existing pension, retirement or savings and loan fund system or systems, as if they had been appointed to similar positions in the Insular Government. The Authority shall be subject to the provisions of Act No. 8, approved April 5, 1941, as subsequently amended.

(b) No person shall hold office as a Member, Director, officer, employee or agent of the Authority who has a direct or indirect financial interest in any privately owned enterprise engaged in the communications business or any business whose primary activities are auxiliary thereto; Provided, That where such incompatibility affects a Member of the Authority the vacancy so created shall be filled for the time that said incompatibility exists, by the appointment by the Governor of Puerto Rico of any other head of a department of the Insular Government.

TRANSFER OF INSULAR TELEGRAPH

Section 8.-There is or shall be hereby transferred and delivered to the Authority, all the property, real, personal, and mixed, tangible and intangible, of whatsoever kind and wheresoever situated, constituting the Insular Telegraph, including all the funds, rights, franchises, privileges and assets of every character and description pertaining thereto, subject to all obligations and encumbrances, legal or equitable, with which the same may be burdened.

TRANSFER OF RECORDS

Section 9.-The transfers provided by Section 8 hereof shall take effect at such time, not more than six (6) months after this Act shall take effect, as the Board of the Authority shall determine. As soon as possible thereafter, the Bureau of the Insular Telegraph and the Department of the Interior of Puerto Rico or any other office of the Insular Government possessing them shall transfer and deliver to the Authority all contracts, books, maps, plans, papers, books of account, and records of whatever description relating to the operation, maintenance, designing, or construction of any existing or contemplated undertaking, and the Authority is authorized to take possession for its uses and purposes of all such contracts, books, maps, plans, papers, books of account, and records.

CONTINUITY OF OBLIGATIONS

Section 10.-The Authority shall not take any action which shall have the effect of impairing the obligation of any contractual duties imposed upon or assumed by The People of Puerto Rico under authority of existing law. From and after the effective date of the transfers provided by Section 8 of this Act, the Authority shall assume all contracts and obligations of any department or agency of The People of Puerto Rico which may have been entered into or incurred for, or in the name of, or on behalf of the Bureau of the Insular Telegraph; and all such contracts and obligations shall inure to the benefit and credit of the Authority.

APPROPRIATIONS AND ACTS CONFIRMED

Section 11.-All appropriations by the Legislature of Puerto Rico, whether by Act or by Joint Resolution, to or for the benefit of the Insular Telegraph or for the purpose of the development or operation thereof are hereby approved, confirmed, and ratified, and all sums so appropriated, set aside or required to be set aside shall be available to the Authority for the purposes for which they were so appropriated and set aside.

MONEY AND ACCOUNT OF THE AUTHORITY

Section 12.-All moneys of the Authority shall be deposited in qualified depositories for funds of the Insular Government, but they shall be kept in a separate account or accounts in the name of the Authority. The disbursements shall be made by it pursuant to regulations and budgets approved by the Board. The Auditor of Puerto Rico shall, upon consultation with the Authority, establish the accounting system required for the proper statistical control and record of all expenses and income belonging to or managed or controlled by the Authority. The said Auditor shall require that the accounts of the Authority be kept in such manner as appropriately to segregate, insofar as advisable, the accounts in respect of the different classes of operations, projects, undertakings, and activities of the Authority. The said Auditor or his representative shall from time to time, examine the accounts and books of the Authority, including its