2023 Laws of Puerto Rico › TITLE TWENTY-SIX - Insurance (§§ 101 — 10377) › Subtitle 1 - Insurance Generally (§§ 101 — 4513) › Chapter 34 - Insurance Cooperatives (§§ 3401 — 3423) › § 3412 - Election of directors

(1) The affairs of an insurance cooperative shall be administered by a Board of not less than five (5) nor more than thirteen (13) directors elected by the members from among them.
(2) Each director shall be elected for a minimum term of one (1) year and a maximum of three (3) years, and until his/her successor is elected and takes office. The directors shall have the right to be re-elected to serve for three (3) terms of three (3) consecutive years. A minimum period of twenty-four (24) months must elapse from the expiration of the term, before a person who has been elected for three (3) consecutive terms can once again aspire to be a director of the insurance cooperative.
(3) The names of the first provisional directors shall be listed in the articles of incorporation. Their successors shall be elected by the members at their first general assembly.
(4) The number, qualifications, terms, and powers and faculties of the directors shall be those prescribed in the articles of incorporation and the bylaws of the insurance cooperative subject to the provisions of this chapter.
(5) The election shall be held by secret ballot, except for when only one candidate is nominated.
(6) Vacancies that occur on the Board of Directors for any cause other than the expiration of the term of a director shall be filled by the remaining Board directors. The person thus selected to fill a vacancy on the Board shall hold office until his/her successor has been elected by the members at the next general regular or special assembly. Provided, That the time of incumbency of the director selected by the Board to fill the vacancy shall be considered to be a term as defined in this chapter.
(7) No director during his/her term of office shall be party to any lucrative contract with the insurance cooperative that differs in any way from the relation as insured.
(8) Any member may request the removal of a director by the proffering of charges that shall be filed in writing, with the secretary or the president of the Board of the insurance cooperative accompanied by a petition signed by five percent (5%) of all the members, requesting the removal of the director in question. Said request shall be submitted to the consideration of the next assembly of members, which may be a special session called for such purpose, which may remove the director by a majority vote of the members present. Provided, That such an assembly shall be held within a term of thirty (30) days from the filing of the request. The director against whom charges are proffered shall be notified of such charges in writing not less than fifteen (15) workdays prior to the assembly, and shall be given an opportunity to be heard at the assembly, in person or through counsel, and produce evidence; and the person or persons who have filed the charges against him/her shall have the same right.
History —Ins. Code, added as § 34.120 on June 26, 1959, No. 84, p. 220, § 1; Dec. 13, 1990, No. 36, p. 1545, § 5; Apr. 17, 2003, No. 113, § 1; Nov. 12, 2007, No. 174, § 13, eff. 30 days after Nov. 12, 2007.