2023 Laws of Puerto Rico › TITLE SIX - Nonprofit Associations (§§ 1 — 108) › Chapter 3 - Hospitalization and/or Surgeons’ Services Associations (§§ 41 — 55) › § 53b - General requirements of the stock insurer succeeding an association which has been voluntarily liquidated for such purposes

Besides the requirements contained in §§ 2801 et seq. and 2901 et seq. of Title 26, the stock insurer succeeding an association which has been voluntarily liquidated shall have to comply with the following requirements:
(1) The number of shares entitled to vote of the group of unnamed stockholders previously defined in this chapter shall not carry, at any time whatsoever, a weight equal to or greater than fifty percent (50%) of the total number of voting stock of the stock insurer. However, it shall be the group of unnamed stockholders who shall govern. the fate of the aforesaid insurer until it becomes financially able and obtains its certificate of authority.
(2) Any party interested in obtaining stock in the incorporated stock insurer shall forward to the Commissioner of Insurance all offers of financial competency it may wish to present, which shall be governed and be subject to all the provisions of this chapter. The Commissioner of Insurance shall determine whether the interested party meets the requirements of this chapter. Should it do so, the Commissioner of Insurance shall forward the offer to said insurer for its consideration.
The incorporated stock insurer shall evaluate all offers of financial competency sent by the Commissioner of Insurance and the one receiving the approval of the simple majority of the Board of Directors shall be the one recommended by the latter to the group of unnamed stockholders constituted in Assembly; Provided, That jointly with its recommendation the Board of Directors shall present a report containing all offers of financial competency received by said Board. Should the Board offer no recommendation whatsoever, all offers of financial competency sent by the Commissioner of Insurance to the aforementioned insurer shall be considered by the group of unnamed stockholders constituted in Assembly. The approval of a specific offer of financial competency shall require the majority vote of the total members of the group of unnamed stockholders.
(3) The valuation of the contribution made by the above-defined group of unnamed stockholders shall be governed by the provisions of subsection (1) of this section and by the transaction conducted with all other stockholders who invest in stock of the aforementioned insurer.
(4) The stock belonging to the group of unnamed stockholders shall be under the custody and administration of a trust specifically established for such a purpose by the foundation or association mentioned in § 53c of this title, and shall not be held at any time under personal title by the components of said group, and therefore, they shall not be assigned, sold or exchanged by any component of said group, nor shall they serve as collateral on any obligation of said component, nor of the stock insurer, nor shall they be transferred in any way by any person whatsoever or by said insurer. Provided, however, That with the consent of no less than two thirds (2 / 3) of the components of the group of unnamed stockholders, the stock representing their share in the stock insurer may be sold by these subject to what is provided to that respect in the articles of incorporation of said insurer.
History —May 9, 1942, No. 152, p. 828, added as § 15 on July 13, 1998, No. 122, § 2.