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

(1) The contents of the Articles of Incorporation of the stock insurer succeeding an association liquidated voluntarily shall be governed by the provisions of §§ 2801 et seq. of Title 26.
(2) The provisions of subsection (1) of this section, notwithstanding, the Articles of Incorporation of the abovementioned insurer shall include the following, without it being understood as a limitation:
(a) Provisions which state and guarantee that the stock insurer shall comply with any requirement needed to hold an maintain any license, trademark or franchise held by the preceding association, so that the said insurer may hold and maintain the corresponding license, trademark or franchise.
(b) The requirements that must be met by the stockholders that will acquire insurer’s stock.
(c) The conditions that shall govern the sale of the stock belonging to the group of unnamed stockholders, subject to the provisions of § 53b of this title.
(d) The number of directors to be elected by the previously defined group of unnamed stockholders to become members of the Board of Directors of the stock insurer, through the foundation or association organized for such purpose. The articles of incorporation shall also include the selection method to be used by the group of unnamed stockholders to designate said directors.
(e) When the Board of Directors of the stock insurer declares cash dividends, the portion of said dividends corresponding to the group of unnamed stockholders shall be used by the latter according to the selection which the foundation or association organized for such a purpose makes from one of the following alternatives:
(i) The purchase of stock of the aforementioned insurer, only if, subject to the provisions of § 53b of this title, the initial valuation of the investment of the group of unnamed stockholders in the stock insurer has devalued,
(ii) in cash, but only to be credited to the payment of future premiums which the group of unnamed stockholders would have to pay, or
(iii) contribute said amount to the charitable institution selected by said group of unnamed stockholders. Likewise, the articles of incorporation of the insurer shall include provisions to establish the method by which the group of unnamed stockholders shall select the alternative to enjoy their corresponding dividends that have been declared.
(f) The provisions regarding the establishment, organization and operation of the trust created to administer the stock belonging to the group of unnamed stockholders.
(g) Except for the group of stockholders and the directors of the Board the latter has selected, no stockholder, nor the Board of Directors, nor any director whatsoever, nor the administration of the insurer, shall in no way intervene as to the way the group of unnamed stockholders shall use the corresponding declared dividends.
History —May 9, 1942, No. 152, p. 828, added as § 16 on July 13, 1998, No. 122, § 2.