P.R. Laws tit. 7, § 759

2019-02-20 00:00:00+00
§ 759. Board of directors

(a) During the period comprised between the day it commences operations and the date on which its first Board of Directors is elected, the business of the Bank shall be managed and its corporate powers exercised by a Provisional Board of Directors elected by the incorporators.

(b) Said Board shall adopt, at the first meeting held, provisional bylaws for the internal government of the Bank.

(c) Within the term of one hundred and eighty (180) days, from the commencement of operations of the Bank, the provisional Board of Directors shall call the first Regular General Assembly of Stockholders.

(d) The first Regular General Assembly of Stockholders shall approve the bylaws which thereafter shall govern the internal operations of the Bank. Any amendment to said bylaws must be approved by a general assembly of stockholders.

(e) The first Regular General Assembly of Stockholders shall elect nine (9) members of the Board of Directors of the Bank. Among the members of the Board of Directors there shall not be more than one member per cooperative that is a stockholder.

(f) Three of the persons elected to the first Board of Directors shall hold office for one year, three (3) for two (2) years and the other three (3) for three (3) years. Persons subsequently elected members of the Board of Directors shall hold office for a term of three (3) years. No director shall be elected for more than three (3) consecutive three (3) year terms. No person who has been removed from his/her office, through an administrative or judicial order, as a member of the Board of Directors of a cooperative or as an official of a cooperative, or who has been convicted of committing a felony or a misdemeanor that implies moral turpitude or who has been removed from public office, may be a Director. Nor shall any person be a member of the Board of Directors who, in turn, holds office as an official or director of any other noncooperative financial institution, or who is an employee or an advisor of any of the regulatory agencies of Puerto Rico, or who is a stockholder in any other banking institution, or who is an advisor of an affiliate of any other banking institution or of any of the subsidiaries thereof, or is a competition or potential competition in any business which the Bank is empowered to conduct.

(g) The Chairperson of the Cooperative League shall be an ex officio member of the Board of Directors.

(h) The Board of Directors shall hold at least one regular meeting each month. Five (5) members thereof shall constitute quorum.

History —June 21, 1966, No. 88, p. 257, § 9; May 31, 1976, No. 94, p. 277, § 1; Sept. 25, 1992, No. 79, § 4; Aug. 13, 1998, No. 238, § 1.