2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART I - Banks (§§ 1 — 278) › Chapter 5 - Directors, Stockholders, and Meetings (§§ 61 — 66) › § 62 - Directors and officers

(a) The business and activities of the banks shall be under the authority of a board of directors elected by the stockholders at the annual general regular meeting. The number of directors shall be uneven and in no case shall it consist of less than three (3) and the majority of these shall be bona fide residents of Puerto Rico. Every director shall be of legal age.
(b) Every director shall be compelled to perform the duties of his/her office properly and faithfully and to comply and ensure compliance with §§ 1 et seq. of this title, and all other legislation applicable to the bank and its business and operations.
(c) The election for the office of director shall be for a term of not less than one (1) year. The directors shall hold office until their successors have been elected and taken office or until they resign or are removed from office, whichever happens first. Vacancies arising on the board of directors may be filled by a majority of the votes of the directors in office. The directors thus elected shall meet the same qualifications and be subject to the same responsibilities as those elected by the stockholders and shall remain in office until the next regular general meeting of stockholders is held and their successors have been elected and take office.
(d) The board of directors shall hold its meetings at the main office of the bank or in any other office of the bank, in or outside of Puerto Rico, as provided by regulations or by a resolution that from time to time the board of directors may approve. Meetings shall be held at least once a month. The Secretary or an Assistant Secretary shall keep the minutes of each meeting, which shall be available to the Commissioner and to the bank examiners. A majority of the directors shall constitute quorum for the consideration of all matters. By resolution approved by the board of directors, it may appoint one or more committees, each of which shall be composed of at least one (1) bank director and those executive or administrative officials that the board of directors may designate. Said committees may and shall exercise the powers delegated upon them by the board of directors. Such committees shall bear the name or names that from time to time the board of directors may determine by resolution.
(e) Pursuant to the powers conferred upon them by this section, the members of the board of directors or of any committee designated by the board of directors shall be entitled to participate in any meeting or committee through telephone conference calls, or other means of communication by which all participants in the meeting may listen to each other simultaneously, except when the certificate of incorporation or the bylaws provides otherwise. The participation of the Board in the manner described above shall constitute attendance to said meeting.
(f) The board of directors shall elect, by majority, at its first meeting after the annual regular general meeting of stockholders is held, the Chairperson of the Board, the President of the bank and one or more Vice-presidents of the board of directors, in all of which the condition of director shall concur and who shall hold office at the will of the board of directors, which may, through a resolution approved by the majority, or as provided in the bylaws of the bank, remove them from office and replace them.
(g) In addition to those officials and employees authorized by §§ 1 et seq. of this title, the board of directors, for the purposes of attending, under its authority, to the management of the bank, may appoint officials who shall bear the title designated in the bylaws or which may be determined by the board of directors from time to time by a resolution or concerning whom it shall not be necessary for the condition of directors to concur and who shall have the powers and shall hold office as provided by the bylaws or resolutions that from time to time may be approved by the board of directors.
(h) As long as they observe the rules of the mandate vested on them by law, the directors of the bank shall not be subject to personal or joint several liability for their acts as directors of the corporation.
History —May 12, 1933, No. 55, p. 322, § 24; May 12, 1936, No. 74, p. 374, § 9; May 15, 1950, No. 430, p. 1056, § 7; June 7, 1967, No. 117, p. 359, § 1; Aug. 28, 1997, No. 108, § 25.