P.R. Laws tit. 23, § 482
It is hereby provided that the Administrator of the Cooperative Development Administration shall incorporate a non-profit corporation, organized under Act No. 144 of August 10, 1995, also known as “General Corporations Act of 1995” within a term of one hundred and twenty (120) days after the effective date of this act. Said corporation shall be used as the investment vehicle of the cooperative movement for the development of eligible cooperative enterprises. The certificate of incorporation of the new entity shall include at least the following:
(a) Denomination of the Fund.— The Corporation shall be denominated as the “Cooperative Development and Investment Fund”.
(b) Members of the Fund.— All cooperative entities that contribute to the Corporation, and the Government Development Bank of Puerto Rico, shall be members of the Corporation.
(c) Board of Directors.— The certificate of incorporation shall provide that the Board of Directors shall be composed of nine (9) members, including the following:
(1) Government representatives.—
(A) The Chairperson of the Government Development Bank.
(B) The Cooperative Development Administrator.
(C) The Executive Director of the Industrial Development Company.
(D) The Administrator of the Commercial Development Company.
These officials may delegate their participation on the Board by designating an official who will represent the agency permanently, and who shall answer to the head of his/her agency and be responsible for the operations of the Corporation.
(2) Representatives of the cooperative movement.—
(A) One representative of the League of Cooperatives.
(B) One representative of one of the insurance cooperatives. The first representative of the insurance cooperatives shall be designated by the Administrator, acting as incorporator, and shall hold office for a term of two (2) years, after which he/she shall be succeeded by the representative of the other cooperative insurer. Subsequently, the representation of the insurance sector shall alternate between both cooperatives every two (2) years. In the event new insurance cooperatives are organized, their representatives shall assume alternate representation on the Board once the initial investments similar to those required by this chapter have been made.
(C) One representative of the Cooperative Bank.
(D) One representative of the cooperative credit and savings unions who may be a member of the Board of Directors or the Executive Chairman of said cooperatives. The first representative of the Credit and Savings Cooperative shall be designated by the Administrator, as incorporator, and shall hold office for a term of one (1) year. Subsequent representatives of the cooperative credit and savings unions shall be selected by the cooperative credit and savings unions that contribute to the fund. The certificate of incorporation shall contemplate for this representative the same eligibility criteria that apply to the representatives of the cooperative movement before the Board of the Corporation for the Supervision and Insurance of Cooperatives, provided in §§ 1334 et seq. of Title 7.
(3) One representative of the public interest with recognized capability and business leadership, who shall be designated by the vote of two-thirds (2 / 3) of the other members of the Board.
The Board of Directors shall be constituted within the first ten (10) days after the annual assembly is held. The Chairperson and all other members of the Board shall be elected in said constitutional assembly. The Board of Directors shall appoint the Executive Director of the Corporation in said meeting or in its first regular meeting.
The certificate of incorporation shall provide for and authorize the remuneration of the directors under similar allowable parameters for depositary institutions in Puerto Rico.
(d) Regulations of the Board of Directors.— The Board of Directors shall adopt regulations to govern its functions, which shall include the following matters among others: the number of members that shall constitute a quorum; number of votes required to approve agreements; number of annual meetings of the Board; grounds and procedures for the removal of a Board member; the right of the members of the cooperative sector and the public interest to be paid per diems and mileage expenses; the responsibilities of the Executive Director, the public policy and organization of the Office of the Fund; and the functioning and procedure to convoke the annual assembly.
(e) Purposes and powers of the Fund.— The certificate of incorporation shall also provide that the corporation shall have as its main purpose to act as the investment and development vehicle of cooperative enterprises in collaboration with the Commonwealth. The corporation shall have all those corporate powers allowed by law and that contribute to the achievement of its objectives.
(f) General eligibility criteria of projects.— The certificate of incorporation shall only provide for the investment of the resources of the Fund, in cooperative enterprises that foster the generation of jobs, socio-economic development, or that lead to integration in the cooperative movement.
(g) Institutional changes.— The certificate of incorporation shall provide that every change to the certificate of incorporation shall require the approval of the members of the Fund.
History —Aug. 18, 2002, No. 198, § 4.