P.R. Laws tit. 7, § 809
(a) The business of the Bank shall be managed and its corporate powers exercised by a Board of Directors composed of seven (7) members who shall be Class “A” shareholders. The Board of Directors shall promulgate bylaws for the internal government of the Bank, which bylaws shall be approved by the General Meeting of Stockholders. The bylaws approved before holding the first general meeting of stockholders shall be effective until submitted to the latter’s consideration.
(b) No amendment to the bylaws shall take effect until approved by a general meeting of stockholders.
(c) The President of the Government Development Bank or the person to whom he may delegate, and the Secretary of Labor and Human Resources, or the person to whom he may delegate shall be members of the Board of Directors. The five (5) remaining members shall be chosen by the Class “A” shareholders in the general regular assemblies of stockholders called by the Board of Directors for said election.
(d) The Board of Directors shall hold a regular meeting once a month, and four (4) members of said Board shall constitute a quorum. These meetings shall be held in the principal office or in any other office of the bank in the Commonwealth of Puerto Rico.
(e) The immediate direction and management of the business of the Savings and Loans Labor Bank of Puerto Rico shall be in charge of the Chairman who shall also be the legal representative of the Bank.
(f) The Chairman shall devote himself exclusively to the activities of the Bank pursuant to the provisions of this chapter.
(g) The Board of Directors shall have power to appoint and remove the officers and employees of the Bank.
(h) Suspension or removal of directors or officers. — When the Secretary of the Treasury has ground to believe that any director or officer of the Savings and Loans Labor Bank of Puerto Rico has incurred in a violation of this chapter, of the bylaws or of a final order to cease and desist, or has committed or participated in acts contrary to sound banking practices in connection with the bank, or has committed or participated in any act, omission or practice that constitutes infringement of his fiduciary duties as director or officer of the bank, or the Secretary determines that the bank has sustained or will probably sustain a substantial financial loss or other impairment by reason of such violation or practice or fault in his fiduciary responsibilities, or that such violation or fault is one entailing personal dishonesty of the director or officer, the Secretary of the Treasury may issue a written order suspending or removing him from office in that bank.
The Secretary is hereby empowered to appoint substitute directors for such term that in his opinion and discretion he may deem convenient to assure a sound and safe management of the business of the bank.
History —June 14, 1960, No. 86, p. 162, § 9; June 28, 1969, No. 117, p. 327, § 3; July 1, 1975, No. 134, Part 1, p. 404, § 4; May 5, 1977, No. 14, p. 25, § 1.