P.R. Laws tit. 5, § 4404

2019-02-20 00:00:00+00
§ 4404. Content of the bylaws

At the time the constituting assembly is held, the incorporators or members of the cooperative shall approve the bylaws of the cooperative which shall specify the provisions contained in the articles of incorporation. It shall also include such other provisions that the members deem convenient for the best operation of the cooperative, provided they do not contradict the provisions of the articles of incorporation and this chapter.

Without it being construed as a limitation, the general bylaws of every cooperative shall provide, pursuant to cooperativist principles and characteristics, the following:

(a) The date, place and means to convoke and hold regular and special assemblies of the members and the requirements to enable them to include matters in the agenda of the assembly;

(b) how to vote and the conditions under which the members may cast their vote at the regular, special, general or district assemblies, in agreement with the cooperativist principle of “one person, one vote”;

(c) the organization of the cooperative by districts and the qualifications, obligations and terms of office of the delegates elected by the districts;

(d) the number, qualifications, powers, obligations and terms of office of the directors and officers;

(e) the organization and duties of the assembly, the Board of Directors, the education committee and the supervision committee;

(f) the date, place and manner for the constitution of a Board and for convoking and holding meetings of the directors and, should there be one, of the executive committee;

(g) the dismissal, resignation or substitution of a director or officer;

(h) conditions for membership, requirements prior to becoming a member; the way to determine and pay the members their interest in the cooperative upon their death, retirement, removal or any other circumstance for which they cease to be members; the conditions under which and the date that a member ceases as such; the manner and effect of the suspension and expulsion of a member;

(i) the conditions or terms for making withdrawals and transfers of contributions or stock; regarding housing cooperatives, the provisions in §§ 4580—4640 of this title shall apply;

(j) the duties and responsibilities which may be delegated to the chief executive of the cooperative;

(k) the staggered election of the members of the directing bodies providing so that the terms of election do not expire on the same year;

(l) how the net savings of the cooperative shall be distributed among the members and the establishment of the reserves. The manner in which the cooperative shall relate to non-members;

(m) penalties for violations to the bylaws and the procedure to file complaints, and

(n) norms of social coexistence on cooperative integration.

History —Sept. 1, 2004, No. 239, § 4.4.