2023 Laws of Puerto Rico › TITLE TWENTY-THREE - Public Planning and Development (§§ 1 — 11273) › PART IV - Navigation and Marine Trade (§§ 2101 — 3223) › Chapter 102 - Port Authority of the Americas (§§ 2901 — 2923) › § 2903 - Board of Directors

(a) The Authority shall be governed by a Board of Directors constituted by the Secretary of Transportation and Public Works, the Secretary of Economic Development and Commerce, the Executive Director of the Puerto Rico Industrial Development Company, the mayor of every municipality where the Port’s facilities are located, and five (5) private citizens appointed by the Governor with the advice and consent of the Senate for a four (4)-year term until their successors are appointed. The initial appointments of the private citizens shall be made under the following terms: one member for one (1) year; one member for two (2) years; one member for three (3) years; and two (2) members for four (4) years. Any vacancy on the Board of a position held by a private citizen occurring prior to the expiration of the term for said position shall be covered by a new appointment for the unfulfilled term. Any person who has direct or indirect economic interests in any private enterprise engaged in the maritime business may not be appointed as member of the Board. The Chairperson of the Board shall be selected by the Governor. The Board shall select from among its members a vice chairperson, who will substitute [for] the Chairperson in his or her absence, as well as a secretary.
(b) A majority of the members of the Board shall constitute a quorum for all purposes, and the agreements shall be made by a majority of those present. Unless the Authority’s regulations so prohibit or restrict, any action necessary or allowed during any meeting of the Board or any Board committee shall be authorized without the need for a meeting, provided that all the members of the Board or Board committee, as the case may be, give their written consent to such action. In such event, the written document shall be included in the minutes of the Board or Board committee, as the case may be. Unless the Authority’s regulations provide otherwise, the members of the Board or of any Board committee may participate in any meeting of the Board or any Board committee, respectively, through telephone conference, or other communications medium whereby all of the persons participating in the meeting may listen in simultaneously. The participation of any member of the Board or any Board committee in the manner described above shall constitute attendance at said meeting.
(c) Board members who are officials of the Government of the Commonwealth of Puerto Rico, including the mayors, shall not receive any compensation for their services. The remaining members shall be entitled to receive per diem compensation for each day of session they attend, and to be reimbursed for expenses incurred while exercising duties commissioned by the Board or its Chairperson. Per diems shall be equal to those established for members of the Legislature. Board members shall also be entitled to reimbursement for those travel expenses necessarily incurred while performing their official duties in accordance with the applicable regulations of the Department of the Treasury.
(d) The Board, its Executive Director, and the officers, agents, or employees of the Authority shall not be held civilly liable for any action or omission in the discharge of their duties, except to the extent they engage in any conduct which constitutes a crime or gross negligence.
(e) The Board shall have, without it being construed as a limitation, the following duties and faculties:
(1) To establish the general policy of the Authority in order to comply with the objectives of this chapter.
(2) To authorize the Authority’s work plan and annual budget.
(3) To appoint the Authority’s Executive Director, to establish his or her duties and powers in accordance with the provisions of this chapter, and to fix his or her compensation.
(4) To adopt and approve rules and regulations to govern its internal functions, as well as those that may be necessary to exercise the faculties and powers conferred under this chapter.
(5) To require of the Executive Director or any other officer or employee of the Authority those reports and statistical data that are deemed necessary.
(6) To ratify and validate the efforts or acts, expenses, and obligations incurred by the Executive Director in the exercise of the faculty granted in case a state of emergency has been decreed.
(7) To delegate in any Board committee or in the Executive Director any of the powers and faculties granted to the Board under this chapter.
(8) To take all those actions deemed convenient or necessary to carry out the purposes of the Authority pursuant to the provisions of this chapter.
History —Aug. 11, 2002, No. 171, § 4.