P.R. Laws tit. 26, § 2908
(1) The stockholders or members shall have power by majority vote at a valid meeting of stockholders or members to make, adopt, amend, and rescind bylaws regulating corporate procedure and governing conduct of its affairs. Such bylaws, if consistent with law, shall govern:
(a) Number, qualifications, term of office and manner of election of directors.
(b) As provided in § 2914 of this title, the place, date, notice, quorum, and conduct of annual regular and special meetings of stockholders or members, and voting thereat.
(c) Time, notice, quorums, and conduct of annual regular meeting and special meetings of the board of directors.
(d) Number, designation, election, terms, and powers and duties of the respective corporate officers.
(e) Deposit, custody, disbursement and accounting of corporate funds.
(f) If a stock insurer, issuance and transfer of its shares.
(g) Other matters customary, necessary, or convenient to its corporate transactions.
(2) The insurer’s first board of directors as designated in its articles of incorporation may adopt bylaws. Such bylaws shall be submitted to the insurer’s shareholders or members at the first annual meeting thereof held after the insurer has received its certificate of authority as an insurer, and no part of such bylaws shall be effective after such meeting which is not approved by vote of such stockholders or members.
(3) The insurer shall promptly file with the Commissioner a copy, certified by the insurer’s secretary, of every modification of or addition to its bylaws. The Commissioner shall disapprove any bylaws provision deemed by him to be unlawful, unfair, or detrimental to the proper interest and protection of the insurer’s stockholders, members, or policyholders, or any class thereof. The insurer shall not, after receiving notice of such disapproval and during the existence thereof, effectuate any bylaw provision so disapproved.
History —Ins. Code § 29.080; Feb. 16, 1995, No. 26, § 2.