2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART III - Other Financial Institutions (§§ 551 — 1390) › Chapter 86 - Cooperative Savings and Credit Associations Act of 2002 (§§ 1361 — 1371b) › Subchapter V - Assemblies, Board of Directors and Committees (§§ 1365 — 1365w) › § 1365i - Board of Directors—Powers and duties

(a) It is the authority, responsibility and fundamental duty of the Board to define the policy, norms and general management regarding the operation and functioning of the cooperative, of which the management, under the control of the Executive Chairperson, shall be responsible. In the discharge of said responsibility, the Board of Directors shall adopt the following policies and norms, pursuant to the provisions of this chapter and the regulations adopted thereby:
(1) The parameters and price policies applicable to the different products and services offered by the cooperative that shall be taken into consideration among other factors, market trends, obtaining of reasonable yields that ensure profitability and sustained development of the institution, the needs of the members, and the definition of the discretionary parameters that shall allow management the operational speed and flexibility needed to ensure the competitiveness of the cooperative;
(2) the investment policy of the cooperative;
(3) the loan policy of the cooperative;
(4) the institutional norms and policies for the compensation or remuneration for services rendered that the executive officials and employees shall earn;
(5) the educational policy of the cooperative;
(6) the marketing policy;
(7) the policies regarding human resources, including a policy against sexual harassment, equal job opportunities, employee leaves and benefits; internal employment policies regarding conflicts of interest, internal attendance policies, timeliness, and other matters pertinent to the work performed in the cooperative. In addition, a policy on conduct and disciplinary actions, and the standards for compensation or remuneration for services rendered that the executive officials and employees of the cooperative shall earn;
(8) the operating budget of the cooperative, and
(9) the code of ethics that shall apply to members of the boards of directors and employees of the cooperative.
(b) In addition, the Board of every cooperative shall have the following powers and duties:
(1) Appoint the Executive Director of the cooperative, who shall perform the managerial and administrative functions of the cooperative and shall exercise the functions, duties, and additional responsibilities delegated by the Board. It shall be the duty and prerogative of the Executive Director to appoint all the other officials and employees of the cooperative, as well as to perform the managerial and administrative functions of the cooperative, including the implementation of the institutional policy established by the Board.
(2) See to the implementation of and compliance with the institutional policies. The Board shall also supervise and evaluate the performance of the Executive President.
(3) Define the standards for the approval of the petitions for membership and withdrawal from membership. The function to consider and approve the applications for membership and withdrawal under the norms defined by the Board shall pertain to the officials or employees of the cooperative designated by the Executive President for such purposes, who shall render a monthly report to such effects to the Board.
(4) Decree the separation of members for the causes and pursuant to the procedure established in § 1364e of this title.
(5) Ascertain that all the members of the Board, of the committees of the cooperative, the executive officials, employees, and any person who handles the funds of the cooperative, are covered by a fidelity bond in the amount and form established by the regulations adopted by the Corporation. Any person who is ineligible or whose fidelity bond has been cancelled cannot fill any of the offices, positions or employment mentioned above.
(6) Submit to the corresponding annual general assembly of members or delegates, its recommendations or amendments to the general regulations and the corporate clauses of the cooperative.
(7) Ascertain that all the insurable risks are covered adequately by insurance, so that the cooperative does not suffer any losses due to insurable contingencies or risks.
(8) Convoke assemblies of members or delegates whether regular or extraordinary, to consider the actions that must be brought to the attention of all the members or delegates.
(9) Appoint at his/her discretion, an executive committee of not less than three (3) members of the Board to execute the agreements and decisions it delegates on it.
(10) Designate the members of the education committee pursuant to the provisions of this chapter, as well as any other committees that are necessary and convenient to execute the purposes of the institution.
(11) Assign reasonable resources to the committees of the cooperative to perform its functions. Prior to the appropriation [of] said resources, it shall be a condition for the committees to draft a specific and concrete working plan, in accordance with the administrative and operational policy of the cooperative that has the express approval of the Board.
(12) Define the parameters for contracting services of consultants, advisors, lawyers and other professionals whose orientation and services are necessary and convenient for the functioning of the cooperative, or for the planning and development of its activities and the achievement of its goals and objectives.
(13) Perform any other duties, obligations and authority provided in this chapter and the general regulations of the cooperative and exercise all the responsibilities inherent to Boards of like nature.
(14) Undertake the contracting of certified public accountants that shall be in charge of the annual auditing of accounts.
History —Oct. 28, 2002, No. 255, § 5.10.