2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART I - Banks (§§ 1 — 278) › Chapter 5 - Directors, Stockholders, and Meetings (§§ 61 — 66) › § 65 - Stockholders’ meetings; voting

(a) Every bank shall hold at least one regular general meeting of stockholders each year, and any other special meeting that may be necessary in the opinion of the President, or the Board of Directors, or that is requested by the stockholders representing twenty percent (20%) of the outstanding voting stock.
(b) Notice of all general stockholders meetings shall be mailed to each stockholder at least thirty (30) days prior to the date set for the meeting, and in addition, a notice of each stockholders meeting shall be published twice a week for two (2) consecutive weeks immediately preceding the date of the meeting, in two (2) newspapers of general circulation in Puerto Rico.
(c) If for any reason the election of directors does not take place on the date set, another election may be held on any subsequent day, with twenty (20) days notice thereof, in every case, man newspaper of general circulation in Puerto Rico. If the day on which the election of the directors is to be held is not set in the corporate charter, such a date must be designated in the bylaws, and if no election is held on the day thus fixed, the Board of Directors shall designate the day of the election.
(d) The bylaws of the bank shall determine the time of year, the form and the manner in which the general regular meetings of stockholders shall be held, and quorum shall require the attendance of stockholders representing more than half the outstanding voting stock.
(e) Should no quorum be present on the first call, another call shall be made stating the reason therefor; but the date of the second meeting shall not be less than eight (8) days after the date for which the first meeting was called. After the second call, the meeting shall be held and be lawfully organized, regardless of the number of shares represented and whatever the number of stockholders present; but if their number does not represent a majority of stockholders, no decision shall be valid until after thirty (30) days have elapsed from the date on which it was made. No matter which was not stated in the call shall be considered in any special meeting and every first call shall be published at least twenty (20) days before the date said meeting is to be held.
(f) Decisions shall only be made by a majority of the shares entitled to vote on the matter at hand, whose holders are present at the meeting or represented by a proxy, except in those cases otherwise provided by §§ 1 et seq. of this title.
(g) Any stockholder may attend in person or by proxy, take part in regular and special meetings and shall be entitled to one vote, in person or by proxy for each share of stock owned or represented by him/her, unless the bylaws establish a restriction regarding the number of votes of each stockholder; Provided, That the appointment of said proxy must be in writing and shall be delivered to the Secretary of the corporation. Provided, however, that the Commissioner may determine that the right to vote by proxy, in the event said proxy is a securities broker or a financial institution, and provided it does not obtain instructions on how to vote, shall be limited to a maximum of five percent (5%) of the outstanding voting stock of the bank.
(h) Every stockholder shall abide by the vote of the majority at any meeting duly called and constituted, on matters properly pertaining to them for their deliberation; Provided, That, the call for any meeting of stockholders, provided in this section, may be waived by the unanimous consent of the stockholders. Said waiver shall be in writing stating the time and place of such a meeting.
(i) Subsections (b) to (h) of this section shall not apply to those banks whose stock is wholly owned by a single stockholder, in which case they shall be governed by the provisions of their articles of incorporation or their bylaws.
History —May 12, 1933, No. 55, p. 322, § 26; June 18, 1980, No. 5, p. 879, § 2; Aug. 28, 1997, No. 108, § 29.