2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART III - Other Financial Institutions (§§ 551 — 1390) › Chapter 84 - Public Corporation for the Supervision and Insurance of Cooperatives (§§ 1334 — 1335h) › § 1334c - Board of Directors—Composition

(a) Composition of the Board. — The Corporation shall be directed by a Board composed of the following nine (9) members: the Cooperative Development Commissioner, who shall chair the Board of Directors of the Corporation; the Commissioner of Financial Institutions of Puerto Rico; the Secretary of the Treasury; the President of the Government Development Bank; three (3) persons representing insured cooperatives; one (1) representative from the Puerto Rico Cooperative League; and one (1) private citizen representing the public interest, who shall be appointed as provided in subsection (d) of this section.
(b) Government representation. — None of the constituent members of the Board of Directors, except for the Secretary of the Treasury and the President of the Government Development Bank, may neither delegate their functions onto other officials nor hold directive office or have a substantial financial interest in any private financial institution.
(c) Cooperative representation. —
(1) In order to provide the cooperative movement with immediate representation in the Board of Directors, within the thirty (30) days following the approval of this act, the Governor shall designate the first four (4) representatives of the insured cooperatives as follows:
(A) At least two (2) persons who are chief executive officers of insured cooperatives, and
(B) at least two (2) persons who are members of the board of directors of insured cooperatives.
In order to stagger the positions of representatives of the cooperative movement, a director who is the chief executive officer and a director who is a member of a board of directors shall hold office for two (2) years; a director who is the chief executive officer and director who is a member of a board of directors shall hold office for one (1) year. The successors of the of the first four representatives of the cooperative movement shall be elected by the insured cooperatives as provided by the following clause (2) of this subsection.
(2) The following members of the Board that represent the insured cooperatives shall be selected exclusively by the cooperatives that have availed themselves of the shares and deposits insurance. The insured cooperatives shall elect one (1) person as director who is a member of the boards of directors of said cooperatives, and two (2) persons who are chief executive officers of insured cooperatives. Provided, That in no case shall more than one representative of the cooperatives correspond to the same cooperative. The elected directors shall hold office for a term of three (3) years. No director shall hold said office for more than three (3) consecutive terms. Those selected shall not hold directive offices nor be employees of government agencies related to the Cooperative Movement, with the exception of those set forth in this chapter.
(3) Each cooperative shall be entitled to one (1) vote. No trustee, administrator or director designated by a government agency shall act as representative of a cooperative in the process of selection of directors nor hold any office whatsoever as a director of the Corporation.
(4) The selection procedure shall be the following:
(A) Every insured cooperative shall remit its nominations to the Corporation within a period of sixty (60) days counting from the 30th of June of every year in which representatives of the cooperative movement are to be elected to the Board of Directors.
(B) Immediately after the nomination period has concluded, the board shall proceed to inform the cooperatives of the names, as well as the data on the training and experience of the nominated candidates. The nominated candidates shall have at least obtained a Bachelor’s degree issued by a university recognized by the Commonwealth of Puerto Rico, and at least five (5) years of experience in cooperative credit and savings unions, whether as a voluntary or a professional leader. Furthermore, the nominated candidates must be chief executive officers or members of the board of directors of a cooperative having a consolidated CAEL classification of three (3) or less. For the purposes of this section, “CAEL Classification” means the classification or category of an insured cooperative pursuant to the Financial Analysis System adopted by regulations by the Corporation, considering the objective financial parameters related to Capital (“C”), Assets (“A”), Economics (“E”), and Liquidity (“L”).
(C) The cooperatives, through their board of directors, shall cast their vote which shall be certified by its Secretary. The vote cast by the cooperative may be remitted to the Corporation in a sealed envelope prior to the date the assembly is to be held, or handed personally, also in a sealed envelope, by the delegate of the cooperative at the assembly.
(D) The votes cast shall be opened and counted at the Annual Informative Assembly by the persons designated by the President of the Corporation.
(E) In the event a vacancy arises, it shall be filled following the same procedure through which the person who held said office was elected.
(5) During the effective term of their office, the representatives of the cooperative movement must be fully compliant with the qualifications required in this chapter. Should there be a failure to comply with any of the requirements, said representative shall cease his/her functions and shall be replaced with a designated person.
(6) In the case of a vacancy in the positions of the Board of Directors representing the cooperative movement, the Puerto Rico League of Cooperatives shall be considered as notified and shall proceed to establish a consulting and selection mechanism from among the insured cooperatives, whether it be a representative of the Board of Directors or executive officers of insured cooperatives; Provided, That the person to be designated shall comply with the requirements of this chapter. The representative designated through the method established by the League of Cooperatives shall hold office for the term remaining when the vacancy occurred.
(d) The member of the Board representing the public interest shall be designated jointly by the vote of three fourths (¾) of the total eight (8) members of the Board of Directors representing the government sector and the cooperative sector. The representative of the public interest shall be designated for a term of three (3) years and hold office until his/her successor is appointed and takes office. The latter shall be a person of recognized moral integrity and who is knowledgeable of and with an interest in the cooperative and financial fields. The representative of the public interest may not be employed by, or have any contractual relationships, whether for pay or not, or hold directive office in any private financial institution, insured savings and credit union, or central cooperative organization. Furthermore, he/she may not have any substantial financial interest in any private financial institution, except that he/she shall be only allowed to be a member in good standing of a cooperative savings and credit union. The public interest representative must remain in observance of these eligibility requirements for his/her entire tenure. If any of these eligibility requirements is not met at any time during tenure, the office shall be declared to be vacant and filled by the Board of the Corporation pursuant to the foregoing provisions. No person shall hold office as public interest representative for more than one (1) term.
The members of the Board shall receive no compensation or remuneration whatsoever for performing their functions, however those who are not officials or employees of the Commonwealth of Puerto Rico shall be entitled to per diems and traveling expenses incurred for each day they attend meetings of the Board or for performing any function or task delegated by the Chairman of the Board pursuant to the regulations adopted by the Board to such effect. In addition, they shall be eligible to be covered by the provisions of § 3085 of Title 32.
History —Aug. 17, 2001, No. 114, § 5; Aug. 10, 2002, No. 163, § 4; Dec. 14, 2007, No. 211, § 1; Aug. 10, 2008, No. 247, § 20, eff. Feb. 1, 2009.