2023 Laws of Puerto Rico › TITLE TWENTY-SEVEN - Public Service (§§ 1 — 2641) › PART V - Regulation of Public Services (§§ 2601 — 2641) › Chapter 91 - Public-Private Partnerships Act (§§ 2601 — 2623) › § 2604 - Authority—Creation

(a) Creation.— The Public-Private Partnership Authority is hereby created as a public corporation of the Commonwealth of Puerto Rico, attached to the Bank.
(b) Board of Directors.— The duties and powers of the Authority shall be discharged by a Board of Directors, which shall establish the public policy of the Authority, in order to fulfill the objectives of this chapter.
The Board shall be constituted by five (5) members, to wit: the President of the Bank; the Secretary of the Treasury; the President of the Planning Board; and two (2) persons in representation of the public interest. To select public interest representatives, each Presiding Officer of the Legislative Bodies shall submit a short list of three candidates to the Governor. The Governor, in his/her sole discretion, shall evaluate the recommendation made by the aforesaid and shall choose one (1) person from each short list. If the Governor were to reject the persons recommended to represent the public interest, the Presiding Officers of the Legislative Bodies shall then submit another short list of three candidates. However, as long as all members that compose the Board are not chosen, it shall be deemed that the Board has not been constituted and the same shall be unable to make any agreements. None of the members of the Board may be public or elected officials. Public interest representatives may be removed from the Board by the Governor. If any vacancy were to be created in the Board by a public interest representative, such vacancy shall be filled by using the same appointment procedure established in this section. Public interest representatives shall hold office for a four (4)-year term. The President of the Bank, the Secretary of the Department of the Treasury and the President of the Planning Board shall hold office for the duration of their term of appointment.
The Chair of the Board shall be the President of the Bank. The Board shall select from among its members a Vice Chair, who shall substitute the Chair in his/her absence. The Board shall likewise select a Secretary.
The members of the Board that represent the public interest shall receive a nominal stipend for each day they attend Board meetings. The stipend granted as per diem shall be established by regulations as the Board may adopt to that effect. Public interest representatives shall be entitled to be reimbursed for traveling expenses necessarily incurred to discharge their official functions, pursuant to applicable regulations.
The members of the Board of Directors may not be affiliated or have any direct or indirect financial interest with any contractor. This prohibition shall be extended to all members of the Board of the Authority for a period of five (5) years after having lapsed in office.
No person who has him/herself or who has a member within his/her family unit who has any personal or financial interest, whether direct or indirect, with any proponent or contractor or in any entity that has the control over or is under the control of an enterprise that is a proponent or contractor, may participate in any stage conducive to the award of a partnership contract. In the event that such conflicts should arise, the member of the Board of the Authority thus affected shall strictly abide by the provisions of § 1826 of Title 3. If the Office of Government Ethics were to determine that the self-disqualification procedure is proper for the situation under consultation, the member thus affected shall be substituted while such conflict persists. The President of the Government Development Bank would be substituted by the Vice President of the Bank in the area of financing. The Secretary of the Treasury and the President of the Planning Board would be substituted by his/her Undersecretary or by his/her Vice President, respectively. For public interest representatives, the procedure set forth in this chapter shall be observed. Furthermore, the Governor shall designate from each three-candidate short list two (2) alternate public interest representatives, who shall act only on occasion of the absence, disability or resignation of the official public interest representatives.
The directors, officials, and employees of the Authority shall be subject to the provisions of §§ 1801 et seq. of Title 3, the “Ethics in Government Act”. The members of the Board of Directors and the Partnership Committees shall render financial reports pursuant to the provisions of the aforesaid sections.
(c) Quorum.— Four (4) members of the Board shall constitute a quorum for all purposes and for all agreements reached. All decisions or agreements shall be effected by an extraordinary majority, that is, with the minimal vote of four (4) out of the five (5) members of the Board. However, all majority decisions or agreements must have the vote of the public interest representatives. Any action necessary or allowed in any meeting of the Board or any Board committee shall be authorized with no need for a meeting, insofar as all Board or Board committee members, as the case may be, give their written consent concerning such action. In such case, the written document shall remain in the minutes of the Board or the Board committee, as the case may be. The members of the Board or of any Board committee may participate in any meeting of the Board or of any Board committee, respectively, by conference telephone call or any other communication medium whereby all persons participating in the meeting are able to communicate simultaneously. The participation of any member of the Board or of any Board committee in the manner described above shall constitute attendance to such meeting. Each member who is unable to attend a meeting convened by the Chair of the Board for the consideration of a transaction, shall be under the obligation to cast his/her vote through the alternate mechanisms established by the Board within the time lapse provided by the Chair.
(d) Executive Director of the Authority.— The Executive Director shall be the chief executive officer of the Authority who shall, in addition to directing the operational and administrative aspects of the Authority, manage the budget of the Authority and supervise all assets and employees, including the Small Scale Project Subdivision; implement the public policy set forth in this chapter; and carry out all those duties, functions, obligations, and powers delegated to him by the Board. The Executive Director shall be appointed by the Board exclusively based on merit, to be determined taking into account the education, experience, and other qualities that specifically qualify him for achieving the purposes of the Authority. The Board shall establish the compensation of the Executive Director, which compensation shall facilitate the recruitment and retention of highly-qualified professionals.
(e) Other officers.— The Board may create and establish other executive officer positions according to the needs of the Authority. Once a position is created, the Executive Director shall evaluate candidates to hold the same and make recommendations to the Board. The Board shall appoint an officer from among the candidates recommended by the Executive Director. Every officer created and appointed as provided in this subsection shall report to the Executive Director and shall carry out the duties and obligations of his office, as well as any other duties established by the Board.
History —June 8, 2009, No. 29, § 5; Dec. 19, 2014, No. 237, § 2.