P.R. Laws tit. 26, § 2914

2019-02-20 00:00:00+00
§ 2914. Regular and special meetings of stockholders or members

(1) The regular annual meeting of the stockholders or members of an insurer shall be held in any city or town of Puerto Rico, as stated in the bylaws of the insurer. Notice thereof shall be given at least twenty (20) days before, in the manner provided in the bylaws. The annual meeting shall fill the vacancies existing or occurring on the board of directors, shall receive and consider the reports of the insurer’s officials regarding their affairs, and shall resolve such other matters properly brought to its consideration.

(2) No meeting of stockholders or members shall amend the insurer’s articles of incorporation unless the proposal so to amend has been included in the notice of the meeting.

(3) If the insurer’s directors and officers fail to call and hold the regular annual meeting when due, any five (5) stockholders or members may call and hold the meeting and shall give notice thereof as required by the bylaws. In event any necessary officer fails to attend such meeting, the meeting may elect one of the stockholders or members present to act for such officer temporarily. Actions taken by any such meeting shall be fully as valid as if taken by the regular annual meeting, and shall be duly recorded in the insurer’s records.

(4) Special meetings of stockholders or members may be called upon not less than ten (10) days’ notice, as provided in the bylaws. The notice shall state the purposes of the meeting, and no business shall be transacted at the meeting of which notice was not so given.

History —Ins. Code § 29.140; Feb. 16, 1995, No. 26, § 1.