EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
Triple-S Management Corporation
FIRST: The name of this corporation is TRIPLE-S MANAGEMENT
CORPORATION.
SECOND: The physical address of the designated office of the
Corporation is 1141 F.D. Roosevelt Avenue, Caparra, Puerto Rico.
THIRD: The name of the Corporation's registered agent will be the
Corporation itself, Triple-S Management Corporation.
FOURTH: The nature of the business and the object and purposes
proposed to be transacted, promoted and carried on for pecuniary profit, in the
same manner as done by any natural person in any part of the world, is as
follows:
A. The Corporation shall be the stock holding company for the
entities engaged in the business of insurance, businesses
related to insurance, and other types of business firms and
other activities.
B. The Corporation will hold the following powers:
1. Acquire through purchase, barter or in any other way
real or personal property of any kind, necessary or
convenient in achieving the purposes of the
Corporation, to the extent permitted by law.
2. Possess as owner, undersign, purchase or in another
way acquire or sell, transfer, pledge, exchange, or
in any other way dispose of the total or any part of
the capital stock, bonds, or any other obligations
issued or created by any person, association,
society, firm, syndicate,
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corporation, government or governmental subdivision,
public or gubernatorial authorities, or other
entities, and, while the owner of the same, exercise
all rights, powers, and privileges of an owner.
3. Formulate, promote or undertake, or participate in
the organization, operation, reorganization,
consolidation, fusion or liquidation of
corporations, associations, firms or other business
units, foreign or domestic; and subscribe, acquire,
invest in, have or make use of its securities or
obligations.
4. Issue capital stock of any nature or class, in any
amount; issue capital stock, bonds or other
obligations of any nature or class in exchange for
cash, real or personal property, for personal
services rendered to the Corporation, or in exchange
for leases, franchises, rights, privileges, other
stocks, bonds and obligations from any other
corporation, person or firm or for any other
property which this Corporation is authorized to
possess.
5. Acquire the surplus value, rights, property and
assets, tangible or intangible, of any person, firm,
association, or corporation assuming its
obligations, paying for the same, be it in cash, in
stocks, in bonds, or by assuming the total or a part
of the obligations of the cessor; retain or in any
way make use of the total or any part of the
property acquired in this way, manage in any legal
way the total or any part of any business acquired
in this way and exercise all the powers necessary
and convenient in and for the management of said
business.
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6. Lend funds, offer advanced payments and extend
credit to any other corporation, firm, association
or person, under the guarantees deemed convenient by
the Board of Directors, and, to the extent permitted
by law, guarantee the payment and conformance of any
other corporation, firm, association or person of
any financial or contractual obligation, or the
payment of dividends by any other corporation.
7. Incur in monetary loans for any corporate purpose,
and without limits to the amount, liberate, make,
accept, endorse, guarantee, execute, and issue
promissory notes, drafts, letters of exchange,
bonds, and other negotiable and transferable
evidence of debt, be they guaranteed by mortgage,
security, or in another way, and guarantee payment
of any of the same through securities, mortgage or
another method of guarantee over the whole or part
of the corporation's property, to the extent
permitted by law.
8. Purchase or in another way acquire, have, barter,
reissue, sell and transfer the capital stock to the
extent permitted by law. Subject to: the exceptions
stated here and conditioned by its funds or property
not being used to purchase its own stock when said
purchase could result in diminishing its capital,
and subject also to the condition that the capital
stock it possesses will not have the right to vote
or to receive dividends.
9. To have one or more offices in or outside the
Commonwealth of Puerto Rico.
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10. To do all the activities required or proper in order
to qualify and engage in business according to the
laws of any state in the United States of America,
its territories, districts or possessions, or any
foreign country.
11. To do any other act or thing and undertake any other
business which is incidental to, convenient,
expedient, necessary or legal in fulfilling any and
all purposes and objectives specified here, with no
restrictions as to place or amount; and to do any
and all things provided here with the same reach and
extension as could be done by natural persons within
the law.
The clauses above shall be interpreted as powers, objectives and purposes, and
the statements expressed in each clause will not be limited by reference or
inference because of the contents of any other clause, unless stated to the
contrary here, and the same shall be considered separate objects.
FIFTH: The Corporation's authorized capital will be FIVE HUNDRED
THOUSAND DOLLARS ($500,000) divided in TWELVE THOUSAND FIVE HUNDRED (12,500)
common stocks with a FORTY DOLLAR ($40) par value.
SIXTH: Only physicians and dentists may be shareholders in the
Corporation. No person may own more than 21 voting shares, nor 5% or more of
the Corporation's voting shares issued and in circulation. However,
organizations such as hospitals, laboratories, and the College of Dental
Surgeons of Puerto Rico, who had originally acquired shares of Triple-S, Inc.,
can convert them into shares of this Corporation. These
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are: College of Dental Surgeons of Puerto Rico, Bella Vista Hospital, Menonite
Hospital, and the Central Urological Society.
SEVENTH: At every Assembly, each shareholder shall be entitled to one
(1) vote per share of capital stock registered in his/her name in the books of
the Corporation. Accumulated votes as discussed in the Puerto Rico General
Corporations Law or any other law, regulation or provision are expressly
prohibited.
EIGHTH: The Corporation will have the right of first refusal in the
event of a sale, donation or other transfer or cession of the shares of the
Corporation. Any shareholder who wishes to sell, donate, or in any other way
transfer or cede his shares, must first offer his/her shares to the Corporation
in writing. The Corporation may then purchase said shares from the shareholder
for the same price he/she paid for them. However, in the event that said shares
were donated or inherited through a will, or in any other way, to a person who
is 1) a descendant of the stockholder and 2) a physician or a dentist, then
said person has the right to hold up to a maximum 21 shares.
NINTH: The Board of Directors of the Corporation may not
authorize the sale of any shares from its subsidiary, Triple-S, Inc., without
prior approval of three fourths (3/4) of the members of the Board of Directors
of a resolution to that effect. If said resolution is approved, it will be
submitted to the shareholders in the Corporation for their consideration during
a Special Assembly convened for this purpose. The resolution to recommend the
sale of Triple-S, Inc. shares must be approved by a vote in favor from two
thirds (2/3) of the Corporation's voting shares issued in the special assembly.
Share of Triple-S, Inc. may not be sold unless these requirements have been
met.
TENTH: The names and addresses of each of the Incorporators are as
follows:
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1. Dr. Crispulo Rivera-Ofray
2. Dr. Angel W. Hernandez-Colon
3. Dr. Carlos Montalvo
4. Dr. Francisco Somoza
5. Ms. Carole Acosta
6. Jose Juan Teruel-Vicens, CPA
7. Juan M. Diaz-Morales, Eng.
8. Dr. Jaime Velasco
9. Mr. Miguel A. Vazquez-Deynes
10. Dr. Luis R. Ruiz-Rivera
11. Dr. Belisario Matta
12. Esteban Rodriguez-Maduro, Esq.
13. Sonia Gomez de Torres, CPA
14. Juan Jose Leon-Soto, Esq.
15. Isidro J. Ferrer, Eng.
16. Dr. Gerardo Martorell
17. Dr. Emigdio Buonomo
18. Mr. Augusto Amato
19. Vacant*
* There currently exists a vacancy due to the recent death of one of its
directors.
The Incorporators' physical and postal address is as follows:
1441 F.D. Roosevelt Ave., San Juan, Puerto Rico 00920
Box 363628, San Juan, Puerto Rico 00936-3628
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ELEVENTH:
A. The powers in this Corporation are to be exercised by the 19
members of the Board of Directors.
B. The Board of Directors is divided into three groups, plus the
President of the Corporation. The first is made up of five
(5) directors, the second group is composed of six (6)
directors, and the third group is made up of seven (7)
directors. The terms of the groups will be placed at
intervals, therefore, the term of the first group of
directors will end in the Shareholder's Annual Assembly in
the year 2005; the term of the second group of directors will
end in the Shareholder's Annual Assembly in the year 2006 and
the term of the third group of directors will end in the
Shareholder's Annual Assembly in the year 2007.
C. The term each group member, subsequently elected at the
Shareholder's Annual Assemblies, will occupy at his elected
hold office will be three (3) years. Every director will
continue with his duties until his successor is duly elected
and in possession of his office. No Director, except the
Corporation's President, while fulfilling his duties, may be
elected for more than three (3) terms or serve for more than
nine (9) years. The President of the Corporation, who is also
a member of the Board of Directors, is excluded from the
before mentioned groups.
d. In order to achieve uniformity in the composition of the
number of directors for each group, as stated herein, in
April 2001 a director will be elected for one year's term
only, from April 2001 to April 2002. With the
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sole purpose of following the group intervals, the
requirement of three (3) terms or nine (9) years may be
obviated in order for a person to serve this single one-year
term. In the case of the first members of the Board of
Directors, the time computation will take into account the
period in which the director fulfilled his duties in
Triple-S, Inc. until the fusion with Triple-S Health.
D. The first Board of Directors is composed of the following
individuals, who will occupy their offices until the date
stated here:
1. Dr. Crispulo Rivera-Ofray
Chairman
2. Dr. Angel W. Hernandez-Colon
Vice-Chairman
3. Dr. Carlos Montalvo
Secretary
4. Dr. Francisco Somoza
Assistant-Secretary
5. Ms. Carole Acosta
Treasurer
6. Jose Juan Teruel-Vicens, CPA
Assistant-Treasurer
7. Juan M. Diaz-Morales, Eng.
8. Dr. Jaime Velasco
9. Mr. Miguel A. Vazquez-Deynes
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10. Dr. Luis R. Ruiz-Rivera
11. Dr. Belisario Matta
12. Atty. Esteban Rodriguez-Maduro
13. Sonia Gomez de Torres, CPA
14. Juan Jose Leon Soto, Esq.
15. Isidro J. Ferrer, Eng.
16. Dr. Gerardo Martorell
17. Dr. Emigdio Buonomo
18. Mr. Augusto Amato
19. Vacant*
* There is currently a vacant spot due to the recent death of a
director.
TWELFTH: The Corporation will exist in perpetuity.
THIRTEENTH:
A. To amend these Articles of Incorporation, an affirmative vote
of no less than 2/3 of the voting shares issued and in
circulation, except that in Article FIFTH, which establishes
the authorized capital of the Corporation, may be amended
through an affirmative vote by a majority of the
Corporation's voting shares issued and in circulation, and
the Articles SIXTH, SEVENTH AND ELEVENTH, Item "B", can only
be amended through an affirmative vote of
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three fourths (3/4) of the Corporation's voting shares issued
and in circulation.
Despite what is stated in Chapter 9 (Sales of Assets; Dissolution) and Chapter
10 (Fusion or Consolidation) of the General Corporations Law of 1995, as
amended, the approval of the transactions provided for therein shall be done
through an affirmative vote of two thirds (2/3) of the Corporation's voting
shares issued and in circulation.
Registered: October 9, 1996
Reviewed: December 7, 1998
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