2023 Laws of Puerto Rico › TITLE FIVE - Agriculture (§§ 1 — 4706) › Chapter 102 - General Cooperative Associations Act (2004) › Subchapter VIII - Directors, Officers and Committees (§§ 4460 — 4487) › § 4468 - Duties

The Board of Directors shall have the following duties, among others:
(a) Shall be responsible for defining and adapting the institutional policies of the cooperative; they shall have fiduciary responsibility towards the same and its members and shall act as a reasonable person in all matters pertaining to the cooperative.
(b) Establish the general norms and directives pertaining to the operation and functions of the cooperative, the implementation of which shall be the responsibility of the management.
(c) Consider, approve or make determinations on applications for membership, voluntary retirement or dismissal of members. It may appoint one (1) or more officers with authority to approve the admission or voluntary separation of members, and shall render a monthly report to the Board.
(d) Ensure that any person handling money or securities of the cooperative is covered by a fidelity bond.
(e) Make recommendations to the members at the general assembly regarding capitalization or distribution of surplus, subject to the limitations imposed by this chapter.
(f) Notify the members [of] the assemblies to be held and keep them informed of the proposed amendments to the bylaws and the articles.
(g) Establish the investment policy of the cooperative and see to its compliance.
(h) Appoint the necessary work committees to assist it in the performance of its duties.
(i) Appoint and supervise the chief executive officer of the cooperative, who shall exercise those powers, duties and responsibilities established by means of a contract by the Board.
(j) Establish the norms for the compensation to be earned by executive officers and employees of the cooperative.
(k) Contract the services of certified public accountants to audit the accounts of the cooperative in compliance with the requirement of law to performing an annual audit of the cooperative pursuant to the regulations promulgated by the Office of the Inspector and at any other time that the Board deems necessary or convenient.
(l) Authorize the contracting of other professionals in order to fulfill its responsibilities and the objectives of the cooperative.
(m) Provide the cooperative with protection against burglaries, embezzlement and other insurable losses.
(n) Submit to the Inspector, the Cooperative Development Administration and the League of Cooperatives an annual report on the affairs of the cooperative within one hundred twenty (120) days following the close of its fiscal year.
(o) Submit to the Inspector, the Cooperative Development Administration and the League of Cooperatives annual financial statements within one hundred eighty (180) days after the fiscal year-end close of operations. The audited financial statements of the cooperatives remitted to the aforementioned entities shall be available to the general public and may be copied subject to the payment of fees. The cooperative shall also remit to the Inspector, within an equal term, a copy of the letter to the management issued by the external auditors.
(p) Meet at least once a month and prepare minutes that must be approved in the next Board meeting. Such minutes shall be signed by the Secretary and the Chairperson of the Board.
(q) Attend assemblies and official acts and faithfully comply with the responsibilities entrusted by the assembly, the bylaws, the articles of incorporation and the laws.
(r) Be liable for violations of the law, the articles of incorporation and the bylaws. A member of the Board shall only be exempted from liability should his/her negative vote be confirmed in the minutes of the meeting.
(s) Coordinate meetings with the committees to harmonize duties or resolve situations.
(t) Assign the required resources to the committees to comply with their work plans.
History —Sept. 1, 2004, No. 239, § 15.3.