2023 Laws of Puerto Rico › TITLE TWENTY-SIX - Insurance (§§ 101 — 10377) › Subtitle 1 - Insurance Generally (§§ 101 — 4513) › Chapter 34 - Insurance Cooperatives (§§ 3401 — 3423) › § 3407 - Bylaws, contents

(1) The members shall have the power, by a majority vote of the assembly legally constituted for that purpose, to approve and amend the bylaws to regulate the procedures of the insurance cooperative and govern the administration of its affairs. Such bylaws, if consistent with the law and the articles of incorporation, shall [govern]:
(a) The number, qualifications, powers and duration of term of office and manner of election of directors in the assemblies of members.
(b) The notice, quorum and holding of regular and special assemblies of members and voting thereat. No assembly shall be lawfully constituted unless at least 20% of the total number of the members of the insurance cooperative is present. Provided further, That not more than thirteen (13) months shall elapse between assemblies.
(c) The notice, quorum and holding of regular and special meetings of the Board of Directors.
(d) The manner of voting and the conditions under which the members shall vote at a regular or special assembly of the insurance cooperative.
(e) Issuance and transfer of fund contribution certificates of the insurance cooperative.
(f) The execution of contracts, and of the rights and interests of its members.
(g) All matters related to the election, removal, resignation or substitution of directors or officers of the Board. In case the bylaws grant to the Board of Directors the power to remove a director, it shall provide that the director shall be entitled to request a reconsideration of the determination of the Board within fifteen (15) workdays following the date on which the removal is notified to him/her. The removed director shall have the right to appeal the determination in reconsideration before the next regular assembly of members, provided he/she notifies to the Board his/her decision to appeal, duly grounded, within fifteen (15) workdays as of the notice of the determination in reconsideration.
(h) All matters related to the admission and denial of member applications and separation through a procedure that complies with due process of law.
(i) The obligation to create and adopt a code of ethics to govern the personal and professional behavior of the directors.
(j) All other usual, necessary and convenient matters.
(2) The insurance cooperative shall promptly file with the Commissioner a copy of the bylaws, certified by the Secretary of the insurance cooperative, as well as of every modification or addition to its bylaws. The Commissioner shall deny any clause of the bylaws that he/she deems to be illegal, unfair or injurious to the legitimate interests and due protection of the members or policyholders of the insurance cooperative. The bylaws, as well as its amendments, shall be deemed approved, unless denied by the Commissioner within thirty (30) days of having been submitted for his/her consideration.
History —Ins. Code, added as § 34.070 on June 26, 1959, No. 84, p. 220, § 1; June 25, 1965, No. 86, p. 200, § 3; Dec. 13, 1990, No. 36, p. 1545, § 1; Nov. 12, 2007, No. 174, § 8, eff. 30 days after Nov. 12, 2007.