2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3645 - Voting rights of members of nonstock corporations; quorum; proxies

(a) Sections 3641—3644 and 3646 of this title shall not apply to corporations not authorized to issue stock, except that subsection (a) of § 3641 of this title and subsections (c) and (d) of § 3642 of this title shall apply to such corporations, and, when so applied, all references therein to stockholders and to the board of directors shall be deemed to refer to the members and the governing body of a nonstock corporation, respectively.
(b) Unless otherwise provided in the certificate of incorporation of a nonstock corporation, each member shall be entitled at every meeting of members to vote in person or by proxy, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.
(c) Unless otherwise provided in this subtitle, the certificate of incorporation or bylaws of a nonstock corporation may specify the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification in the certificate of incorporation or bylaws of a nonstock corporation:
(1) One-third (⅓) of the members of such corporation shall constitute a quorum at a meeting of such members;
(2) in all matters other than the election of the governing body of such corporation, the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this subtitle, and
(3) members of the governing body shall be elected by a majority of the votes of the members of the corporation present in person or represented by proxy at the meeting and entitled to vote thereon.
(d) If the election of the governing body of any nonstock corporation shall not be held on the day designated by the corporation’s bylaws, the governing body shall cause the election to be held as soon thereafter as convenient. The failure to hold such an election at the designated time shall not work any forfeiture of rights or dissolution of the corporation, but the Court of First Instance (Superior Parts) may summarily order such an election to be held upon the application of any member of the corporation. At any election pursuant to such order the persons entitled to vote in such election who shall be present at such meeting, either in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any provision of the certificate of incorporation or the bylaws of the corporation to the contrary.
(e) If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.
History —Dec. 16, 2009, No. 164, § 7.05.