III-CREATION OF A COMMUNICATIONS SATELLITE CORPORATION
CREATION OF CORPORATION
SEC. 301. |
There is hereby authorized to be created a communications satellite
corporation for profit which will not be an agency or establishment
of the United States Government. The corporation shall be subject
to the provisions of this Act and, to the extent consistent with this
Act, to the District of Columbia Business Corporation Act. The right
to repeal, alter, or amend this Act at any time is expressly reserved. |
PROCESS OF ORGANIZATION
SEC. 302. |
The President of the United States shall appoint 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. |
DIRECTORS AND OFFICERS
SEC. 303. |
(a) |
The corporation shall have a board of directors consisting
of 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, except that the first three
members of the board so appointed shall continue in office for
terms of one, two, and three years, respectively, and any member
so appointed to fill a vacancy shall be appointed only for the
unexpired term of the director whom he succeeds. Six members
of the board shall be elected annually by those stockholders
who are communications common carriers and six shall be elected
annually by the other stockholders of the corporation. 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. Subject to
such limitation, the articles of incorporation to be filed by
the incorporators designated under section 302 shall provide
for cumulative voting under section 27(d) of the District of
Columbia Business Corporation Act (D.C. Code, sec. 29-911(d)).
|
(b) |
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. |
|
FINANCING OF THE CORPORATION
SEC. 304. |
(a) |
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) |
(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) |
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
carrier.
|
(d) |
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
the Communications Act of 1934, as amended (47 U.S.C. 310).
|
(e) |
The requirement of section 45(b) of the District of Columbia
Business Corporation Act (D.C. Code, sec. 29-920(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
the stock of the corporation, and they may exercise such rights
without regard to the percentage of stock they hold. |
(f) |
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 Act. 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. |
|
PURPOSES AND POWERS OF THE CORPORATION
SEC. 305. |
(a) |
In order to achieve the objectives and to carry out the purposes
of this Act, 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 201(c)(7). |
|
(b) |
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) |
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.
|
|
 |
 |
|