reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4437 - Inspection of books

Any member, upon prior written request to the Board of Directors, may inspect the books and registers of his/her cooperative in the main office of the cooperative, during working hours that will not impair or interrupt the business, activities and services of the cooperative. This authorization does not include the right to duplicate or photocopy the books, registers or documents of the cooperative. The books, registers and documents open to inspection do not include files or personal records of employees or members, nor any book, register or document that contains the trade secrets of the cooperative. Any request denied may be appealed to the supervision committee, and through it, to the Inspector of Cooperatives.
History —Sept. 1, 2004, No. 239, § 8.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4438 - Rights

In addition to all the rights granted by this chapter and by the articles, members shall have the following rights:
(a) To participate with voice and vote in all assemblies on an equal basis;
(b) to nominate candidates, elect and be elected to office in the Board of Directors, the supervision committee and auxiliary committees;
(c) to use the services of the cooperative according to the established norms;
(d) to request information from the Board of Directors or the supervis[ion] committee regarding the progress of the cooperative;
(e) to file charges for non-compliance with the law, the articles of incorporation or the bylaws before the supervision committee;
(f) to request that the general assembly be called, in compliance with the conditions required by the law and the bylaws, and
(g) to submit amendments to the articles of incorporation and the bylaws for the consideration of the general assembly, provided that the same are submitted in compliance with the terms and conditions of the articles of incorporation and the bylaws.
History —Sept. 1, 2004, No. 239, § 8.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4439 - Duties

All members must comply with the obligations imposed by this chapter, the articles and the bylaws and with:
(a) Any contract, or corporate or monetary obligation with the cooperative;
(b) the agreements of the assembly and its board;
(c) hold office as elected, and
(d) protect the interests of his/her cooperative.
History —Sept. 1, 2004, No. 239, § 8.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4440 - Members of two (2) or more cooperatives

Any person may be a member of one (1) or more cooperatives. However, his/her rights and obligations may be subject to the measures adopted by the cooperatives in order to avoid conflicting situations.
History —Sept. 1, 2004, No. 239, § 8.5.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4441 - Termination

The members of a cooperative may be dismissed and deprived of their rights when they incur one or more of the following causes:
(a) Death of the member;
(b) resignation of the member;
(c) expulsion of the member, or
(d) dissolution of the cooperative.
History —Sept. 1, 2004, No. 239, § 9.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4442 - Resignation or voluntary retirement

Any member of a cooperative may voluntarily retire from the aforesaid, except when he/she holds office as a director of the cooperative, in which case he/she shall be subject to the limitations established in this chapter and in the bylaws of the cooperative.
History —Sept. 1, 2004, No. 239, § 9.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4443 - Submission of resignation

When a member wishes to terminate his/her relationship with the cooperative, he/she shall submit his/her resignation in writing to the Board of Directors.
History —Sept. 1, 2004, No. 239, § 9.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4444 - Adverse decision concerning resignation

When the resignation and voluntary retirement of a member adversely affect the financial interests of the cooperative, its Board of Directors shall make a decision regarding said retirement so that it does not substantially impair the operations and services of the cooperative. When the cooperative has issued preferred shares, said shares shall be subject to the provisions of this section.
History —Sept. 1, 2004, No. 239, § 9.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4445 - Causes for removal of members

The Board of Directors may remove or expel a member from the cooperative when it considers that the member incurs one or more of the following causes:
(a) Has acted contrary to the interests of the cooperative or its objectives and purposes;
(b) has been delinquent in complying with his/her obligations with the cooperative, after having been previously notified of the same;
(c) has performed improper acts that are morally or materially prejudicial to the cooperative;
(d) has been in violation of the provisions in this chapter;
(e) has incurred any grave wrong doing deemed in the bylaws to be just cause for removal;
(f) has issued or cashed, through the cooperative, fraudulent checks or without sufficient funds, and in violation of the provisions of the Penal Code of Puerto Rico, or
(g) has voluntarily ceased to perform the duties assigned to him/her as a member of a cooperative of workers.
History —Sept. 1, 2004, No. 239, § 9.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4446 - Separation procedure

When the Board determines that there is cause for action to remove a member, it shall notify the member thus affected by certified mail, specifying causes for the same. Said notice shall summon the member to appear before the Board, which shall hold an administrative hearing within a term of not less than ten (10) days nor more than thirty (30) days from the receipt of the notice.
The affected member may attend the hearing accompanied by an attorney and shall have the right to examine the evidence against him, to cross-examine witnesses and to submit evidence in his/her own behalf. The Board shall evaluate the evidence presented and shall issue its decision within a term of fifteen (15) days from the date of the administrative hearing and shall notify the affected party by certified mail within five (5) days from the date said decision is issued. Any decision of the Board to separate a member of a cooperative shall take effect on the date the affected member is notified of said decision. With respect to housing cooperatives, the provisions set forth in §§ 4584—4588 of this title shall apply.
History —Sept. 1, 2004, No. 239, § 9.5.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4447 - Review of the decision to separate

Within a term of ten (10) days from the date in which said member has been notified of his/her separation, the removed or expelled member may request the Board to include his/her case in the agenda of the next general assembly of members, for said assembly to review the case and decide upon it. The member may appear accompanied by counsel. In case the cooperative is organized by districts, it shall be included in the assembly of delegates.
Any member who deems that he/she has been unjustly expelled and that the lapse of time until the next assembly may cause him/her irreparable harm, may file a petition for review before the Office of the Inspector of Cooperatives within ten (10) days following the date on which he/she is notified of his/her separation. The petition for review filed with the inspector shall not render ineffective the decision of the Board.
History —Sept. 1, 2004, No. 239, § 9.6.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VI - Members (§§ 4430 — 4448) › § 4448 - Liability for debt contracted

Any person who has ceased to be a member of the cooperative shall continue to be liable for any debt contracted with the cooperative that is greater than the corresponding liquidation payment.
History —Sept. 1, 2004, No. 239, § 9.7.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4450 - Authority

The general assembly, regular or special, is the maximum authority of the cooperative and its decisions are binding for the Board of Directors, the committees and all its members, present or absent, provided that the same have been adopted pursuant to the articles of incorporation, the bylaws and the applicable laws.
The making of administrative decisions delegated by this chapter to the Board of Directors is hereby excluded from the authority of the assembly.
History —Sept. 1, 2004, No. 239, § 10.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4451 - Classification

Assemblies held by the cooperatives may be:
(a) General assemblies of members;
(b) general assemblies of cooperatives organized by districts, constituted by delegates;
(c) district assemblies, or
(d) special assemblies.
History —Sept. 1, 2004, No. 239, § 10.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4452 - Notice

The notice for the holding of an assembly shall be sent in writing to every member to his/her last known address at least ten (10) days prior to the date set for the holding of the assembly, unless the articles of incorporation or the bylaws provide a longer term.
History —Sept. 1, 2004, No. 239, § 10.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4453 - Matters of the exclusive jurisdiction

It is of the exclusive jurisdiction of the assembly, provided that the provisions of this chapter are not contradicted:
(a) To approve and modify the articles of incorporation and the bylaws;
(b) to elect and remove the members of the Board of Directors and the supervision committees;
(c) to ratify or reject the recommendations of the Board of Directors regarding the compensation, if any, of the members of the Board of Directors and the committees;
(d) to resolve on the merger, incorporation or dissolution of the cooperative;
(e) to decide on the action to be taken against the members of the [Board] of Directors and the supervision committee, when they act in violation of their responsibilities;
(f) to decide on the capitalization or distribution of the surplus;
(g) to decide on the creation or operation of departments, subsidiaries and affiliates not considered or provided for in the articles of incorporation or the bylaws of the cooperative;
(h) to decide on the constitution of districts, their representation and the respective rights of the members, and
(i) to receive the reports of the Board of Directors and the supervision and education committees.
History —Sept. 1, 2004, No. 239, § 10.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4454 - Challenges to the determinations

Any challenge to the determinations of the assemblies shall handled by the Office of the Inspector of Cooperatives.
History —Sept. 1, 2004, No. 239, § 10.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4455 - General assembly of members

(a) Definition. — A general assembly of members shall be that meeting which is open to all members of the cooperative who, according to its bylaws, qualify as such.
(b) Obligation to hold assemblies. — Every cooperative that is not organized by districts shall hold at least one (1) general assembly of members annually.
(c) Date for holding assemblies. — The general assembly of a cooperative shall be held on the date, time and place determined by the Board of Directors, within six (6) months following the close of its fiscal year, and on the convenient date closest to the referred close.
(d) Quorum. — A general assembly of members shall be legally constituted when the following conditions are present:
(1) When membership is of, or exceeds one hundred (100) persons, quorum shall be ten percent (10%) thereof; plus five percent (5%) of the excess over one thousand (1,000) of the total number of members, and
(2) when membership is less than one hundred (100) members, quorum shall be a minimum of fifteen (15) persons or two-thirds (⅔) of the membership, whatever is less.
(e) Lack of quorum. — If a first summons to a general assembly of members does not attain the required quorum, a second summons to the general assembly shall be issued in which those members or delegates present shall constitute quorum. The second summons shall never be prior to one (1) hour later than the first summons, provided that the first and second summonses have been expressly scheduled in the written notices sent to the members or delegates, as the case may be, stating expressly that those present shall constitute quorum in second summons.
History —Sept. 1, 2004, No. 239, §§ 11.0—11.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4456 - District Assembly

(a) Division. — The bylaws of the cooperative may provide for the division by districts of the territory where its members reside.
(b) Assemblies. — The members of each district shall hold at least one (1) assembly every year, and such special assemblies as may be duly convoked by the Board of Directors of the cooperative.
(c) Direction of the work. — The works of regular assemblies and district special assemblies shall be directed by the Chairperson of the Board of Directors of the cooperative or by a director designated by the Board.
(d) Quorum. — The quorum required to hold a district assembly shall be five percent (5%) of the first thousand (1,000) members and three percent (3%) of the excess over one thousand (1,000) members who reside in the district.
(e) Election of delegates. — A number of delegates that shall never be less than three (3), or the number corresponding to one percent (1%) of the members in the district, whichever is greater, shall be elected at the district assembly. The delegates elected shall take office in the constituting assembly.
When two (2) summonses are issued for a district assembly of delegates and the required quorum is not achieved, incumbents holding office as directors of the cooperative shall continue to hold said positions until their successors are elected and take office.
(f) General assembly. — Cooperatives organized by districts shall hold at least one (1) annual general assembly composed of delegates. Delegates elected in the district assembly shall constitute the official representation of the members of the district at the regular or special general assemblies of the cooperative. Each district delegate shall be entitled to a single vote.
(g) Quorum for the general assembly. — A general assembly of a cooperative organized by districts shall be legally constituted when two-thirds (⅔) of the total number of delegates elected by the districts are present.
History —Sept. 1, 2004, No. 239, §§ 12.0—12.6.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4457 - Special assemblies—Notice

The Board of Directors may convoke general or district special assemblies, when it deems it convenient.
The Board of Directors shall be bound to convoke special assemblies when requested by:
(a) Ten percent (10%) of the total number of members of the cooperative, when it is a matter of a general assembly of members;
(b) ten percent (10%) of the total number of members of a district, when it is a matter of a district assembly, or
(c) thirty percent (30%) of the total number of delegates, when it is a matter of a general assembly of a cooperative organized by districts.
The petition to the Board shall specify the issues to be discussed at the special assembly.
History —Sept. 1, 2004, No. 239, § 13.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VII - Assemblies (§§ 4450 — 4458) › § 4458 - Special assemblies—Quorum

The number [of] members needed to legally constitute a special assembly shall be the same as that required for regular assemblies according to their classification.
History —Sept. 1, 2004, No. 239, § 13.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4460 - Requirements

The Board and Supervisory Committee shall be constituted by members who meet the following requirements:
(a) Have not been convicted of a felony or misdemeanor involving fraud, breach of trust or moral turpitude. The members of those cooperatives that are formed to serve the inmate and ex-inmate populations and that present proof of compliance with the development plans drafted together with the Inspector of Cooperatives as established in § 4647b of this title shall be exempted from the application of this subsection.
(b) Do not have a direct or indirect financial interest in any enterprise whose business is in competition with that of the cooperative.
(c) Do not hold office or fill a position in other profit or non-profit entities that may create a conflict in the performance of their responsibilities.
(d) Have not been separated as members of the Board or committee, or as executive officer of another cooperative for the reasons established in this chapter.
(e) Meet all the requirements established in the bylaws of the cooperative.
(f) Are eligible to be covered by a fidelity bond.
(g) Are up-to-date in their obligations with the cooperative.
(h) Take and approve cooperative training courses containing principles and applicable laws according to the nature of the cooperative. Such courses shall be taken during the first year of their appointment and shall be endorsed by the cooperative league.
History —Sept. 1, 2004, No. 239, § 14.0; June 12, 2008, No. 90, § 1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4461 - Terms of office

The terms of office of the members of the Board of Directors and the supervision committee shall be for a minimum of one (1) year and a maximum of three (3) consecutive years. A term of twenty-four (24) months must elapse for a person who has been elected for three (3) consecutive terms to aspire to office as a director or member of the committee of the cooperative. No one shall be elected for more than three (3) consecutive terms.
History —Sept. 1, 2004, No. 239, § 14.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4462 - Staggered election

The bylaws of the cooperative shall provide for the staggered election of the members of the Board and the supervision committee so that the terms of office of the members of said bodies do not expire in the same year. In the case that a director ceases to be in office prior to the end of his/her term, the director who substitutes him/her shall be elected for the remainder of said term.
History —Sept. 1, 2004, No. 239, § 14.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4463 - List of directors and committee members

Cooperatives must remit to the Inspector of Cooperatives, the Cooperative Development Administration and the League of Cooperatives a complete list of the members of the Board, indicating the position, if any, of the members of the supervision committee and of any other standing committee established by regulations.
Said list, which shall be accompanied by any other information required by the inspector, shall be remitted to the inspector no later than twenty (20) days from the date in which said members have taken office, including those appointed to fill vacant positions.
History —Sept. 1, 2004, No. 239, § 14.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4464 - Reasons for the separation of directors and committee members

Any member or official of the Board, of the supervision committee or of any other standing committee may be separated from office for the following reasons:
(a) Incurs any of the acts which are cause for separation of members from a cooperative, as provided for by this chapter.
(b) Violation of the provisions of this chapter or the bylaws adopted by virtue thereof to ensure the faithful performance of their fiduciary obligations.
(c) Violation the bylaws of the cooperative.
(d) Violation or disregarding the resolutions or agreements adopted by the assembly of the cooperatives pursuant to the applicable laws and bylaws.
(e) Is no longer eligible to hold office, as provided by this chapter.
(f) Incurs gross negligence in the performance of their duties.
(g) Incur negligent or fraudulent practices in the administration and operation of the cooperative.
History —Sept. 1, 2004, No. 239, § 14.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4465 - Directors; number and requirements

All matters of the cooperative shall be directed by a Board of Directors constituted by an odd number of members, not less than three (3) nor more than eleven (11), elected by the members in an assembly.
History —Sept. 1, 2004, No. 239, § 15.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4466 - Constitution

The Board shall meet within ten (10) days following the date on which the general assembly is held to elect its officers from among its members. In the case of cooperatives organized by district, the directors elected in such districts shall take office in the constituting assembly.
History —Sept. 1, 2004, No. 239, § 15.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4467 - Officers

The officers of the Board of Directors shall be the Chairperson, the Secretary, the Treasurer and any other provided in the bylaws.
History —Sept. 1, 2004, No. 239, § 15.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4469 - Executive committee

The directors of a cooperative may appoint an executive committee constituted by not less than three (3) members of the Board. Said committee shall execute the agreements of the Board of Directors and whatever the bylaws entrusts to them.
History —Sept. 1, 2004, No. 239, § 15.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4470 - Exercise of powers

The directors shall exercise their powers through the Board. The decisions of the Board shall be made by the agreement of the majority of voting directors who participate in the duly notified and constituted meetings.
However, every decision shall be valid when adopted at a meeting at which all directors are present and sign a waiver of compliance with the requirement to give notice of the meeting. Said waiver must be included in the minutes of the meeting.
History —Sept. 1, 2004, No. 239, § 15.5.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4471 - Quorum

Quorum for said meetings shall be the absolute majority of the total number of directors in office.
History —Sept. 1, 2004, No. 239, § 15.6.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4472 - Rules of operation

The Board shall adopt rules for the internal operation, which must contain procedural rules, definitions of duties and tasks, and on the drafting and preservation of the minutes.
History —Sept. 1, 2004, No. 239, § 15.7.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4473 - Duties of the chairperson of the Board

The Chairperson of the Board of Directors, pursuant to the agreements and policies established by the Board of Directors of the cooperative, shall have the following duties:
(a) Legal representation of the cooperative, which may be delegated to one (1) or more of the members, pursuant to what is established in the bylaws;
(b) formal representation before the management of the cooperative, which may be delegated to one (1) or more of the members, and
(c) preside the meetings of the general assembly and of the Board of Directors, as well as all official acts of the cooperative.
History —Sept. 1, 2004, No. 239, § 15.8.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4474 - Vacancies

Vacancies arising among the members of the Board shall be covered by the majority vote of the remaining members at a meeting duly constituted for such a purpose.
When the cooperative is organized by districts and the member creating the vacancy is a district director, said vacancy shall be covered by the Board with another member of the corresponding district.
History —Sept. 1, 2004, No. 239, § 15.9.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4475 - Removal of officers

Two-thirds (2 / 3) of the members of the Board may, by means of a written petition filed before the Secretary or the Chairperson of the Board, remove a director from the position he/she holds as an officer of the Board. From the time the petition is filed, the director shall cease to exercise the designated position as chairperson, vice-president, secretary or any other, but may continue working as a Director of the Board.
History —Sept. 1, 2004, No. 239, § 15.10.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4476 - Dismissal of directors

Any member may initiate dismissal proceedings against a director by filing a written petition before the Secretary or the Chairperson of the cooperative and with a copy to be remitted to the supervision committee, signed by five percent (5%) of the remaining members of the members, stating the charges brought against said director.
Any director may initiate dismissal proceedings against another director by filing a written petition before the Secretary or the Chairperson of the Board of Directors and with a copy to be remitted to the supervision committee, signed by two-thirds (⅔) of the remaining members of the Board, stating the charges brought against said director.
Said petition shall be submitted for the consideration of the next assembly of members, which may be specially called for that purpose. Said assembly may dismiss the Director of the Board with the concurrent vote of the majority of the members present.
No member of a directing body shall be dismissed from office in a general assembly of members by reason of labor-management conflicts.
History —Sept. 1, 2004, No. 239, § 15.11.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4477 - Dismissal; procedure before the assembly

The director facing charges leading to his/her dismissal from the Board shall be notified in writing of said charges within not less than (10) days prior to an assembly. Said director shall have the opportunity to be heard at the assembly, in person or through his/her attorney, and to offer evidence. The person or persons that have filed said charges against him/her shall have the same right.
History —Sept. 1, 2004, No. 239, § 15.12.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4478 - Supervision committee—Designation; powers

The bylaws of the cooperative shall provide for the designation of a supervision committee, whose members shall be elected in the general assemblies. Any person who has been in office as director for a term shall not be eligible for the supervision committee until one year has elapsed from the end of the term of his/her office.
The supervision committee is in charge of supervising the financial and social activities of the cooperative and of overseeing that the Board of Directors complies with the law, the articles, the bylaws and the resolutions of the assemblies. It shall exercise its powers in a manner that shall not hinder the operations and activities of the other bodies.
History —Sept. 1, 2004, No. 239, § 16.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4479 - Supervision committee—Election

A supervision committee, constituted by not less than three (3) persons shall be elected in the general assemblies of each cooperative.
History —Sept. 1, 2004, No. 239, § 16.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4480 - Supervision committee—Obligations and powers

The supervision committee shall have the following duties and powers:
(a) Elect, from within its members, a chairperson, vice-president and secretary, and accept the dismissal or the resignation of its members.
(b) Establish the internal rules of procedure of the committee.
(c) Perform internal and external interventions in the audit of the accounts and operations of the cooperative and carry out the interventions it deems necessary and convenient for the best interests of the cooperative.
(d) Request from the Board the funds required to obtain the services of professional personnel needed to discharge its duties. The Board shall contract the external auditors requested by the supervision committee, in writing, when the committee expresses the need for said contracting in order to perform its account audit responsibilities to the Board.
(e) Receive and analyze the reports of the internal and external auditors, as well as those of the Inspector.
(f) Examine the minutes of the Board of Directors and of the committees to oversee that they are kept according to the established procedures.
(g) Evaluate the constitution and subsistence of the guarantees and fidelity bonds.
(h) Follow-up on the course of the judicial actions in which the cooperative is a party.
(i) Render a report on the results of the audits made to the cooperative to the Board of Directors no later than thirty (30) days following the date on which the same is concluded.
(j) Render a written report to the general assembly and the Inspector of Cooperatives on the work performed during the year, being it understood that the committee shall not comment on the effectiveness or efficiency of the administrative actions of the Board. The supervision committee shall present and discuss said report with the Board no later than thirty (30) days prior to holding of said assembly.
(k) It may request the Board of Directors to convoke a special assembly of members to discuss matters of importance and interest to the members.
(l) Fill vacancies which may arise in the committee until the next general assembly is held and the new members are elected.
(m) The supervision committee may recommend the suspension or dismissal of any member of the Board or of another committee who incurs violations against the provisions in this chapter to the general assembly, after the filing and notice of the charges, and holding a hearing before the committee. The person accused may attend the hearing accompanied by counsel.
(n) Exercise all other powers in its competence by express provision of law.
History —Sept. 1, 2004, No. 239, § 16.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4481 - Supervision committee—Dismissal

Members of the supervision committee may be dismissed from office during any general assembly of members or delegates, after charges have been filed against them and duly notified.
The same process established by law for the Board of Directors shall be followed.
History —Sept. 1, 2004, No. 239, § 16.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4482 - Education committee—Appointment and duties

The Board may appoint an education committee, whose duties, in addition to those established in the bylaws of the cooperative, shall be the following:
(1) Pursuant to the policies established by the Board, to prepare an education plan containing the following:
(a) Address the training needs of the directors and members of the committee on those issues inherent to the duties they perform;
(b) instruct the personnel of the cooperative on the principles, methods and characteristics of the cooperat[iv]e movement and the management of the cooperative, and
(c) provide information on the benefits of cooperative movement to the community.
(2) Render a report to the Board of Directors.
In the event that an education committee is appointed, the Board shall annually approve cooperative education program annually.
History —Sept. 1, 2004, No. 239, § 16.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4483 - Education committee—Vacancies

When a vacancy arises in the education committee, said vacancy shall be filled by the Board of Directors each year.
History —Sept. 1, 2004, No. 239, § 16.5.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4484 - Chief executive—Appointment

The Board of Directors shall be in charge of appointing the chief executive of the cooperative, who shall report to the Board of Directors. Said appointment shall be formalized in a contract signed by both parties.
History —Sept. 1, 2004, No. 239, § 17.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4485 - Chief executive—Duties

Pursuant to the institutional policies adopted by the Board of Directors of the cooperative, the chief executive shall have the following duties and responsibilities:
(a) Exercise administrative representation of the cooperative in matters concerning business transactions and as an employer;
(b) on behalf of the cooperative, sign those contracts that correspond to the responsibilities delegated on him/her by the Board of Directors;
(c) implement the institutional policies adopted by the Board;
(d) select, hire, evaluate and remove personnel of the cooperative pursuant to labor laws, the policies of the cooperative and the budget approved by the Board of Directors. He/she shall also be responsible for the coordination and supervision of the administrative areas and for ensuring the efficiency of the managerial and financial procedures of the cooperative;
(e) prepare and implement the regulation compliance programs to ensure faithful compliance with local and federal laws and regulations that apply to the operations of the entity;
(f) prepare the projected budget, which shall be submitted to the Board of Directors for its consideration and approval prior to the beginning of the operating year of the cooperative;
(g) keep the Board of Directors informed on the operational, administrative and financial status of the cooperative, for which he/she shall render regular monthly reports to the Board of Directors, as well as any other special reports as he/she or the Board of Directors deem warranted;
(h) perform any other tasks within the scope of his/her duties, pursuant to the signed contract;
(i) advise the directing bodies on administrative matters related to the purposes, objectives and nature of the cooperative, and
(j) be the custodian of the books and registers of the cooperative, except of those which are the responsibility of the Board of Directors.
History —Sept. 1, 2004, No. 239, § 17.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4486 - Chief executive—Bond

Before taking office, the chief executive shall post a bond to ensure proper compliance of his/her responsibilities towards the cooperative. The amount and the type of the bond shall be established by regulations promulgated by the Inspector of Cooperatives for such purposes.
History —Sept. 1, 2004, No. 239, § 17.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4487 - Chief executive—Responsibilities

The chief executive shall be liable to the cooperative for any of the following causes:
(a) Damages caused to the cooperative itself for his/her noncompliance of obligations, gross negligence, deceit or abuse of power;
(b) the existence, regularity and veracity of the books and other documents which must be kept by the cooperative to comply with the law, except those for which the Board of Directors is responsible;
(c) the veracity of the information provided to the general assembly of members and the Board of Directors;
(d) the existence of the assets consigned in the inventories;
(e) the concealment of irregularities observed by him/her in the activities of the cooperative;
(f) the preservation and custody of the capital stock in cash, at a bank or in other institutions and in accounts in the name of the cooperative;
(g) the use of cooperative resources in those activities which differ from the purposes of the cooperative;
(h) the improper use of the name or assets of the cooperative, and
(i) non-compliance with the law, the bylaws and the duties established in the contract.
History —Sept. 1, 2004, No. 239, § 17.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter IX - Prohibitions; Conflicts of Interest (§§ 4490 — 4492) › § 4491 - Compensation

The members of the Board, the supervising, credit or education committees, or the members of any other committee elected by the general assembly shall receive no compensation or remuneration whatsoever for the performance of their duties. However, they may be reimbursed for expenses actually incurred in the performance of their duties, pursuant to the bylaws adopted by the Board of Directors of each cooperative, with the approval of the assembly.
Cooperatives may provide the members of the Board and of the supervising, credit or education committees the necessary insurance so that, while the interests of the cooperative are protected, each one of them is personally protected while performing the duties inherent to their office.
History —Sept. 1, 2004, No. 239, § 18.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter IX - Prohibitions; Conflicts of Interest (§§ 4490 — 4492) › § 4492 - Employment limitations

No director or committee member shall be an employee of the cooperative until at least one (1) year has elapsed after ceasing to hold office in the Board, except when the appointment is approved by three-fourths (¾) of the members of the Board of Directors and by the majority of the members of the supervision committee.
History —Sept. 1, 2004, No. 239, § 18.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4500 - Capital of the cooperative

The capital of the cooperatives shall consist of the sum of:
(a) Member contributions;
(b) preferred or preference shares;
(c) net savings accrued and not distributed;
(d) capital obligations;
(e) gifts received, and
(f) permanent reserves and funds.
History —Sept. 1, 2004, No. 239, § 19.0.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4501 - Member contributions

The articles of incorporation shall indicate the initial capital of the cooperative and the bylaws shall provide the minimum sum a member must contribute, or the shares he/she must own.
Contributions or shares may be paid in cash, goods or services, according to the provisions of the bylaws of the cooperative.
The bylaws of the cooperative shall provide the form and procedure to be used to determine the worth of the goods or services rendered to pay for the contributions or shares. The personal work of the incorporators [or] promoters of the cooperative performed prior to the organization thereof shall not be valued as a contribution nor compensated with shares.
History —Sept. 1, 2004, No. 239, § 19.1.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4502 - Certificate of contributions

Member contributions may be represented by continuously and individually numbered certificates, or by an account or investment statement.
History —Sept. 1, 2004, No. 239, § 19.2.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4503 - Preferred or preference shares

The general rules of the cooperative shall provide on the form and procedure for the [issuance] of preferred shares certificates. Such preferred shares may be acquired by members or non-members; Provided, That the total amount of preferred shares shall be limited to the total amount of the capital of the cooperative. This provision shall not apply to housing cooperatives.
History —Sept. 1, 2004, No. 239, § 19.3.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4504 - Net savings

Net savings shall be the favorable result of the operations of the cooperative during the fiscal year, after deducting expenses and depreciations. This provision shall not apply to housing cooperatives.
History —Sept. 1, 2004, No. 239, § 19.4.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4505 - Reserves

The reserves shall be constituted by funds resulting from the net savings of the cooperative. A specific amount of said funds shall be set aside and its use shall be restricted by the provisions of this chapter.
History —Sept. 1, 2004, No. 239, § 19.5.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4506 - Number of reserves; priority

Every cooperative, except housing cooperatives, shall establish the following reserves by the order of priority indicated hereinbelow:
(1) Corporate reserve;
(2) service reserve, and
(3) legal reserves required to carry out specific activities.
History —Sept. 1, 2004, No. 239, § 19.6.
2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter X - Business and Finances (§§ 4500 — 4529) › § 4507 - Deducted losses

When the cooperative is operating with losses, it must distribute said losses among the shares issued in case of any withdrawal of shares. The cooperative shall not disburse more for a withdrawn share than its real value, calculated taking into consideration the accrued reserves on the date of the last closing of the books. This section does not apply to housing cooperatives.
History —Sept. 1, 2004, No. 239, § 19.7.