P.R. Laws tit. 23, § 6411
The powers and duties of the Authority shall be exercised by a Board of Directors that shall be known as the Board of Directors of the Puerto Rico Convention Center District Authority, and which shall be composed and governed as provided below:
(a) Composition of the Board. — The Board shall be composed of the following nine (9) members: the Secretary of the Department of Economic Development and Commerce; the Executive Director of the Puerto Rico Tourism Company; the President of the Government Development Bank; an official, employee or member of the public sector of a board, commission, agency or authority or municipality of the Government of Puerto Rico with experience in the areas of hotels, tourism, planning, marketing, engineering, real estate or convention centers, who shall be appointed by the Governor of Puerto Rico with the advice and consent of the Senate, and three (3) representatives of the private sector with experience in the areas of hotels, tourism, planning, marketing, engineering, real estate or convention centers, one of whom shall represent the working sector of the Center, and two (2) representatives who shall be outstanding citizens in the sphere of sports, arts or culture, and shall be appointed by the Governor of Puerto Rico with the advice and consent of the Senate. The Secretary of the Department of Economic Development and Commerce shall be the Chairperson of the Board. The Vice Chairperson of the Board shall be the Executive Director of the Puerto Rico Tourism Company. However, no member of the private sector Board is allowed to participate, vote or be involved in any way (including, but without being limited, to receive information or attend Board meetings) in any matter related to the selection, negotiation, development, design or construction of private parcels.
Two (2) Executive Committees shall be formed as part of the Board; one to address matters related to the District and the other Committee to deal with matters related to the José Miguel Agrelot Coliseum of Puerto Rico. The Executive Committee of the District shall be composed of one (1) representative of the Government and two (2) representatives of the private sector. The Executive Committee of the José Miguel Agrelot Coliseum of Puerto Rico shall be composed of one (1) representative of the Government and the two (2) new representatives from the sports, arts or cultural sphere. These Executive Committees shall be the bodies that shall recommend the public policy of these two (2) facilities to the Board. The Board in full shall vote to approve the public policy recommended for each of these facilities.
(b) Term of office. — The six (6) Board members appointed by the Governor of the Commonwealth of Puerto Rico, shall serve staggered six (6) year terms, with the exception of the first six (6) members appointed after the effective date of this act. One of these members shall serve for a term of two (2) years and two (2) members shall serve for a term of three (3) years and two (2) members shall serve for a term of four (4) years as determined by the Governor as of the date of their appointment. The members of the private sector may be appointed to office for additional terms. The Secretary of Economic Development and Commerce, the Executive Director of the Tourism Company and the President of the Government Development Bank shall remain in office on the Board for the duration of their term in office that entitles them to be members thereof. Any vacancy created by resignation, death, disqualification, or removal of an appointed Board member shall be filled by the Governor of Puerto Rico through the appointment of a successor Board member, within sixty (60) days as of the date on which the vacancy occurs, who shall serve for the remainder of the term of the replaced director.
(c) Compensation. — No member of the Board shall receive compensation for his/her services. The members of the Board, except those who are officials of the Government of the Commonwealth of Puerto Rico, shall receive per diems for each Board meeting they attend equal to the lesser of the per diems that the members of the Legislature receive when attending sessions or committee meetings.
(d) Quorum and voting. — A minimum of five (5) members of the Board shall constitute a quorum for purposes of holding any meeting of the Board and all actions of the Board shall be approved by an affirmative vote of the majority of the Board members that are present; Provided, however, That (1) regarding to those matters in which five (5) or six (6) members of the Board have some conflict of interest in a specific matter or material, pursuant to the provisions of subsection (g) of this section, a minimum of three (3) members shall constitute a quorum and all actions related to said matters must be approved by the affirmative vote of at least these three (3) members, who shall constitute a majority of the Board for such matters; and (2) in the event that seven (7) or more members of the Board have any conflict of interest in a particular matter or material, pursuant to subsection (g) of this section, the Authority shall not be authorized to participate in said specific matter or event.
It is further provided that it is a sine qua non requirement for the constitution of quorum in any of the abovementioned instances the attendance to the Board meetings of the President or the Vice-President.
(e) Executive Director. — The Board shall appoint an Executive Director who shall act as the Chief Executive Officer of the Authority for a term of six (6) years, renewable for additional terms and shall grant to him/her a compensation plan that shall be competitive with other jurisdictions where facilities are operated that are analogous to the Center, the District and the Coliseum. The Executive Director shall be in charge of the execution of the duties and powers that are delegated to him/her by the Board of the Authority, the general administration of the District and the Coliseum, and shall represent them in all acts and in the contracts that need to be granted in the practice of their functions and shall perform the duties and assume the responsibilities, powers and authority delegated by the Board. Likewise, by delegation of the Board, the Executive Director shall supervise all officials, employees, agents, contractors and subcontractors of the Authority. The Executive Director shall be selected based on his/her merits, to be determined taking into consideration the technical training, expertise, experience and other qualities that specifically enable him/her to execute the responsibilities imposed by this chapter.
The duties of the Executive Director, shall be the following among others:
(1) To draft a Five-Year Strategic Plan according to the public policy established by this chapter, which shall be submitted to the Board for its evaluation, recommendations and approval.
(2) To represent the Authority in the granting of all necessary contracts; perform the duties and assume the responsibilities, powers and authority delegated to him/her by the Board of Directors.
(3) To evaluate work plans and submit reports to the Board, along with his/her recommendations for their approval or rejection.
(4) To coordinate the operation and proper administration of the Puerto Rico José Miguel Agrelot Coliseum and of the Center, respectively.
(5) To organize the operations and proper administration of the Puerto Rico José Miguel Agrelot Coliseum and of the Center, respectively, pursuant to the Administrative Organization Plan approved by the Board.
(6) To select the personnel deemed necessary to perform the functions of the Center and the Puerto Rico José Miguel Agrelot Coliseum and to appoint said personnel without being subject to Act No. 5 of October 14, 1975, as amended, known as the Puerto Rico Public Service Personnel Act, but subject to the rules and regulations adopted by the Board to such effects.
(7) To submit, for the approval of the Board, the regulations needed to achieve the purposes of this chapter.
(8) To contract the professional, consulting and technical services that are needed to comply with the purposes of this chapter, including the administration of the operations of the Puerto Rico José Miguel Agrelot Coliseum and the Convention Center.
(9) To prepare and submit for the approval of the Board, the operating expense budget thereof and to administer it.
(10) To keep a register and a complete, detailed accounting of all expenses, disbursements and income of the Puerto Rico José Miguel Agrelot Coliseum and the Convention Center, respectively, pursuant to applicable laws and regulations.
(11) To submit periodic reports to the Board of Directors of the work performed as provided by it in its regulations.
(12) To perform any other function assigned by the Board.
(13) To designate the personnel needed to coordinate and supervise the contractors that provide services for the administration of operations and maintenance of the Puerto Rico José Miguel Agrelot Coliseum and the Convention Center.
(14) To designate an Executive Assistant Director to address matters related to the Coliseum, which shall be selected based on his/her merits which shall be determined taking into consideration his/her technical training, expertise and experience in this type of facilities.
(f) Liability of the members. — The members of the Board shall not be personally liable for the obligations of the Authority, and the rights of the creditors [of the Authority] shall be solely against of [sic] the Authority. The Authority, per se or by contract, shall defend the members of the Board, and shall compensate and hold harmless all the members of the Board, whether they are, or not, members thereof at the time of the claim, against and from any and all personal liabilities, acts, causes of action, and any and all claims that are made against said members for any act in good faith by them during the performance and within the scope of their work as members of the Board, pursuant to the provisions of this chapter and any other applicable laws, except in cases of clear and proven gross negligence or illegal acts.
(g) Conflicts of interest. — No member of the Board shall participate in any decision or have access to any information pertaining to the matter or matters in which he/she has a personal or financial interest as such terms are defined hereinafter. For the purposes of this subsection, the term “financial interest” shall mean the direct or indirect entitlement, be it legal or in equity of an individual or a member of his family unit (as defined hereinafter), of (1) at least ten percent (10%) of the issued stock of a corporation; (2) at least ten percent (10%) of the interest in any other entity, or (3) the ownership of enough shares or participation in an entity that grants said person effective control over the decisions of said entity.
The term “personal interest” shall mean any personal, family or business relation that could be construed as to affect the objectivity of a member of the Board. The term “family unit” shall mean the spouse of a person, his/her children, dependents or those persons that share his/her legal residence or whose financial affairs are under the de jure or de facto control of said person. The Authority may issue all rules, regulations or circular letters deemed necessary to implement the provisions of this subsection.
It is hereby prohibited for the company (or any of its affiliates) that at the time of the approval of this act is administering the Coliseum or the Center, respectively, and/or company (or affiliate) that administers the same in the future, if this were the case, to be promoter or producer of public events in the facilities of the José Miguel Agrelot Coliseum or the Center.
History —Sept. 2, 2000, No. 351, § 2.01; Dec. 22, 2000, No. 437, § 1; Oct. 4, 2001, No. 142, § 7; Aug. 3, 2004, No. 185, §§ 3, 4; Sept. 21, 2004, No. 394, §§ 3.