2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3873 - Members; certificate of incorporation; contributions by members, rights and responsibilities

(a) The certificate of incorporation shall establish the conditions required for admitting and removing its members, or it may provide that said conditions shall be consigned in the corporation’s bylaws.
(1) Natural persons who are employed in a corporation organized under this chapter in a corporation organized under this chapter in an indefinite full-time and/or part-time basis work relationship shall be admitted as “regular members” of a corporation and said membership shall be contingent on their remaining permanently employed without impairing the powers of the assembly of members to remove or dismiss a member as such. With respect to part-time employees, regular members shall be those who, in addition to complying with the provisions of this chapter, have paid their membership fee in full, contribute with a minimum of twelve (12) weekly hours of direct work for the corporation and waive the payment of a periodic salary for advanced profits. The productivity credit notices corresponding to the work contributed to by these members shall be credited to the capital internal accounts, but they shall not be the object of advanced profits as in the case of regular members whose work relationship is full time.
(2) The following may be admitted as “special members” in connection with the corporation with which they maintain the indicated relationship:
(A) Consumers who patronize those special corporations engaged in retail sales.
(B) Depositors in the special corporations engaged in financial activities.
(C) Students in special corporations engaged in teaching.
(D) Unemployed farmers in special corporations engaged in agricultural and agroindustrial activities.
(3) Parent corporations may be admitted as “corporate members” of their subsidiary corporations.
(b) On accepting each new member, the special corporation organized under this chapter shall issue a membership certificate on behalf of the new member for the value established in the bylaws of the corporation. The price of said membership certificate of regular members shall be paid in full or in part, in cash, by services rendered, or with the contribution of assets. Regarding membership certificates paid in part, the regular member shall have the obligations established in §§ 3587—3590 of this title regarding the balance of the price owed. The price of the special and corporate membership certificates shall be paid in full upon their acquisition, in cash or other goods.
(c) Regular members will be entitled to vote, even though they have not paid for their membership certificates in full, and no regular member shall be issued more than one (1) of such certificates. Each regular member shall be entitled to cast one (1) single vote for the membership certificate he/she owns. When the special employee-owned corporation has special or corporate members, the regular members shall be guaranteed that in any matter in which their vote is required, regular members shall have the right to cast no less than fifty-five percent (55%) of the total number of votes. The votes of special and corporate members, together, shall be distributed in such a way that they do not exceed forty-five percent (45%) of the total number of votes than can be cast in the special corporation. In no case shall special members have more than one (1) vote per person.
(d) The regular members shall elect the directors of the corporation. When the corporation has other classes of members in addition to the regular members, each class of members shall be entitled to elect the number of directors provided in the certificate of incorporation, subject to the provisions of § 3876 of this title.
(e) All members of these special corporations shall have the rights and privileges granted to the holders of common stock in Chapter 227 of this subtitle, except as they are expressly modified by the provisions of this chapter. Likewise, the assembly of members, which shall be composed of all its members including regular, special, and corporate members, shall have the powers granted to the board of stockholders in this subtitle and shall establish the procedure for the admission and dismissal of members. Provided, however, that any dismissal of a member must be ratified by a two-thirds (⅔) vote of the members assembled.
(f) Membership certificates and the balance in the individual internal capital accounts cannot be transferred or encumbered in any way. The membership certificate, the money expended for its acquisition, and the balance in the internal capital accounts are fully exempted from attachment.
(g) In case a regular member ceases to be an employee of the corporation or is no longer interested in being a member, he/she may request the corporation to purchase his/her membership certificate and pay him/her the balance in his/her internal capital account.
In the case of the death of a regular or special member, their heirs may likewise request the corporation to acquire the principal’s membership certificate and that they be paid the balance in his/her internal capital account. The heirs cannot retain the membership certificate of a regular or special member unless they are regular or special members, respectively, and qualify as such.
In all the cases indicated herein, the redemption price of the membership certificate shall be the same as its book value, as determined in the internal capital accounts pursuant to the provisions of § 3877 of this title. The payment of the value of the certificate and of the entire balance in the internal capital account of the member shall be made in accordance with the procedure provided in the bylaws of the corporation and the manner of payment shall be determined by the board of directors pursuant to what is established in said bylaws. The payment may be made in installments, which shall not exceed five (5) years, if it is so determined by the board of directors, unless said board determines that if it is paid in full in said term it would threaten the financial or economic stability of the corporation. Provided, That if said determination were made, the term for payment may be extended five (5) additional years. Said term may be extended for another five (5) years, for a total of fifteen (15) years, if it is so agreed by the assembly of members by the vote of three-fourths (¾) of its members. In every case in which the payment in installments of the value of the certificate and the balance of the internal capital account of a member is directed, the board of directors shall provide for the payment of interest as established by the Interest Rates and Financing Charges Regulating Board. A regular member who ceases to be an employee or any member who is no longer interested in being a member, or the heirs of a regular or special member, in the case of his/her death, may request that the value of the membership certificate and the balance in his/her internal capital account be compensated through corporate stocks and bonds equal to the value the member is entitled to receive.
The provisions of § 3592 of this title and of Chapter 226 of this subtitle shall not apply to membership certificates.
History —Dec. 16, 2009, No. 164, § 16.03.