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) › § 4490 - Fiduciary duties and conflicts of interest

(a) The members of the directing bodies of a cooperative are subject to fiduciary duties toward the cooperative. Said fiduciary duties include the duty of due diligence, loyalty toward the cooperative as were as and the duty to oversee and care, as a responsible person would, for the assets and operations of the cooperative, as well as for the property, shares and deposits of the members and depositors placed in the entity.
(b) The members of the directing bodies, delegates and employees of a cooperative shall not incur direct or indirect conflicts of interest with respect to the cooperative. All members of the directing bodies, delegates and employees of the cooperative shall be subject to the following ethical prohibitions of a general nature:
(1) No property with financial value, including discounts, tips, gifts, favors or services shall be solicited or accepted from any person, directly or indirectly, for him/herself or for any member of his/her family unit, nor for any other person, business or entity, in exchange for any action by the member of the Board, or committee, or by a delegate or employee, to be influenced in favor of that or any other person;
(2) shall not disclose or use any information or documents acquired in the performance of his/her duties or employment for purposes foreign to the same. All members of a directing body, delegates and employees shall maintain the confidentiality of matters pertaining to their duty or employment, as applicable, unless he/she receives a request requiring the disclosure of any such matter and that the same is authorized by a competent authority;
(3) he/she shall not obtain any personal profit by taking advantage of the office he/she holds;
(4) no member of a directing body, delegate or employee of the cooperative shall accept any fees, compensation, gifts, payment of expenses or any other benefit of monetary value under circumstances in which such acceptance may result in or create the appearance of conflict of interest regarding his/her duties and responsibilities in the cooperative, and
(5) no member of a directing body or employee of the cooperative who is authorized to execute contracts on behalf of the cooperative may execute a contract between the cooperative and any entity or business in which either he/she or any member of his/her family unit has any direct or indirect financial interest.
(c) The Board of every cooperative shall be bound to promulgate bylaws to protect the integrity of the cooperative and avoid conflicts of interest within the same, which shall be in agreement with the provisions of this chapter and with the applicable regulations adopted by the Inspector. As a minimum, said norms shall include the following:
(1) Ethical prohibitions concerning other positions, employment, contracts or businesses;
(2) ethical prohibitions concerning the representing of private interest conflicting with the interests of the cooperative, and
(3) the duty of the members of the governing bodies, the delegates and employees to report situations of possible conflict of interest to the Board of Directors.
(d) The Inspector, through regulations, shall establish additional ethics norms applicable to the members of the governing bodies, the delegates and employees of a cooperative. Among such norms, he/she shall include norms on the conflicts of interest arising from family relations between the different components and entities of the cooperative.
(e) No director or member of the supervision committee of a cooperative shall be a relative, up to the third degree of consanguinity and second degree of affinity, of another member of the Board of Directors or the supervision committee.
(f) No director or member of the supervision committee shall be a relative up to the third degree of consanguinity or second degree of affinity of any employee of the cooperative.
(g) Those person whose personal, marital or corporate interests are in conflict with those of the cooperative, or who may benefit from having commercial links with the cooperative shall not be members of the Board of Directors or of the committees, nor may they hold any employment position in the cooperative.
(h) No employee of the Cooperative Development Administration, the Office of the Inspector of Cooperatives, Public Corporation for the Supervision and Insurance of Cooperatives in Puerto Rico, or of the League of Cooperatives may be a delegate or director of a cooperative, except when the cooperative is organized in the place in which he/she works.
(i) No employee of a cooperative may be a delegate or director of the cooperative for which he/she works, except for industrial, agro-industrial or services worker cooperatives.
(j) No person who holds an elective office in the Government of Puerto Rico may be a member of the Board of Directors or of the committees, nor hold the office of manager or administrator of a cooperative. This prohibition shall not apply to members of municipal assemblies.
(k) No member of the family unit of the director or of any committee member of the cooperative may be part of any committee of the cooperative while said relative is the director or a member of a committee.
History —Sept. 1, 2004, No. 239, § 18.0.