EXHIBIT 3(ii)
This is a fair and accurate English translation of the original
By-laws of Triple-S Management Corporation which are in Spanish
BY-LAWS
OF
TRIPLE-S MANAGEMENT CORPORATION
CHAPTER 1
1-1 The Incorporators of "Triple-S Management Corporation" adopt these
By-laws which will regulate the Corporation's proceedings and will rule
the administration of its business.
1-2 The By-laws approved herein shall be submitted to the shareholders, who
may adopt, amend or repeal them.
CHAPTER 2 - BOARD OF DIRECTORS
2-1 The Board of Directors is made up of nineteen (19) members.
CHAPTER 3 - CAPITAL IN STOCKS
3-1 The Corporation may issue up to twelve thousand five hundred (12,500)
shares of common stock with a par value of Forty Dollars ($40).
3-2 The Corporation will use a circular seal measuring 1-7/8 in diameter
with the name "Triple-S Management Corporation" around its
circumference.
CHAPTER 4 - ON THE SHARES
The Incorporators declare and agree, and is established in these By-laws, that,
the following provisions are established with the purpose of creating, defining,
limiting and managing the rights and privileges of the shareholders:
4-1 SALE OF SHARES
A. No person may own more than twenty-one (21) shares, or five
percent (5%) or more, of the Corporation's voting shares
issued and outstanding.
By-laws of
Triple-S Management Corporation
Page 2
B. The sales of shares will be exclusively limited to physicians
and dentists. However, organizations such as hospitals,
laboratories, and the College of Dental Surgeons of Puerto
Rico, who had originally acquired shares of Triple-S, Inc.,
may continue as stockholders of Triple-S Management
Corporation, with all the rights. In addition, the members of
the Board of Directors who represent the community will be
Shareholders as long as they remain on the Board.
C. The members of the Board of Directors who represent the
community, as long as they remain as members of the Board,
will receive one share of the Corporation, free of charge,
with the single purpose of qualifying them for the position of
Director of the Corporation. Said community representatives
shall return the qualifying share that had received when their
duties as Directors of the Corporation end.
4-2 The Corporation will have the right of first refusal in the event of a
sale, donation, or any other sale or cession of the shares of the
Corporation. Any Shareholder who wishes to sell, donate, or in any
other way sell or cede his/her shares of the Corporation, must first
offer his/her shares to the Corporation in writing. The Corporation
shall then purchase said shares from the Shareholder for the same price
he/she paid for them. However, in the event that the shares were
donated or inherited through a will, or in any other way, to a person
who is (1) a descendant of the Shareholder and (2) a physician or a
dentist, then said person shall have the right to hold up to a maximum
21 shares.
4-3 SHAREHOLDER LISTING
The Secretary of the Corporation shall keep, or ensure the keeping of,
a complete and exact register, in alphabetical order, of all the
shareholders, including their address and, the number of votes each
Shareholder holds, in the offices of the Corporation. Said register
shall be readily available and during working hours, and shall be
available for inspection by any Shareholder, particularly, ten (10)
days before a Shareholders Meeting, and when any other shareholder
meeting is being held.
The Corporation's register will constitute the only acceptable evidence
to determine which Shareholders have the right to inspect the
Corporation's Shareholders Register, the books of the Corporation, and
to determine which Shareholders have the right to vote in person or by
proxy during any meeting or shareholders meeting.
By-laws of
Triple-S Management Corporation
Page 3
CHAPTER 5 - SHAREHOLDER MEETINGS
5-1 The Annual Meeting of Shareholders of Triple-S Management Corporation
will be held at the Corporation's main office or at any other place in
Puerto Rico determined by the Board of Directors from time to time, as
indicated in the Notice of Meeting, at 9:00 am, on the last Sunday in
April of each year. The purpose of the Meeting will be to fill any
vacancies of the Board of Directors, receive and consider reports from
officials regarding the business of the Corporation, and resolve any
other matters that are properly submitted for consideration. However,
neither the Articles of Incorporation nor the By-laws may be amended
unless the Shareholders have been previously notified that among the
matters that are being considered at the Meeting are amendments to the
Articles of Incorporation and By-laws.
5-2 SPECIAL MEETINGS
The Chairman of the Board of Directors, a majority of the Board of
Directors, or Shareholders who hold 25% of the registered voting shares
can call special shareholders meetings to be held at the place and time
established by the notice of meeting, and for the purposes expressed
therein. The meetings (special shareholders meetings) should be
notified no less than ten (10) days or more than thirty (30) days
before said meeting. The special meetings must be notified in the same
manner as annual meetings.
5-3 NOTICE OF MEETINGS
The notices for every annual meeting of the Shareholders shall be given
to each Shareholder entitled to vote, by delivering the same
personally, or by mailing such notice to him, at the address which
appears on the records of the Corporation during a period of no less
than twenty (20) and no more than sixty (60) days prior to the meeting.
Along with this notice, all Shareholders will receive copies of the
Corporation and its subsidiaries' consolidated financial statements.
The notice shall indicate the place and the date the meeting will be
held, and the matter or matters to be considered during the Meeting.
5-4 NOTICE - SUBSTITUTE
If the directors and officers of the Corporation should refrain from
calling and celebrating, at its designated time, an Annual Meeting,
five Shareholders may call for and celebrate said Meeting as required
in these By-laws. In case an officer does not attend said Meeting, one
of the Shareholders present may be elected to substitute,
provisionally, said officer. Decisions made at the Meeting will be
valid, as if made at an Annual Meeting, and will be registered in the
corporate books of the Corporation.
By-laws of
Triple-S Management Corporation
Page 4
5-5 QUORUM
Notice to attend annual and special meetings will be sent to all
shareholders whose names appear in the Corporate Registry, twenty (20)
days prior to the meeting date. At the annual or special meetings, a
majority of the voting shares issued and outstanding shall constitute a
quorum; and if at the appointed time quorum is not reached, the meeting
will be postponed for a half hour, after which one third (1/3) of the
voting shares issued and outstanding will constitute a quorum. If
quorum is not reached, a new Meeting shall be scheduled thirty (30)
days hence, where one-third (1/3) of the voting shares issued and
outstanding will constitute a quorum. If a quorum is not reached
pursuant to the regulation, as many new Meetings as necessary may be
scheduled, with the same one-third (1/3) requirement.
CHAPTER 6 - VOTING RIGHT
6-1 Each shareholder shall, at every Meeting, be entitled to as many votes
as shares are registered in his name in the books of the Corporation.
The shareholder may vote in person or, if absent, by proxy or by
certified mail. No vote sent by mail or by proxy will be valid unless
issued with the shareholder's signature, and it is received before the
Meeting, for which it is destined, begins. No proxy will be valid after
its expiration date.
6-2 ACCUMULATED VOTE - PROHIBITION
The accumulative vote, as states in the Puerto Rico Corporate General
Law or any other law, regulation or provision, is expressly prohibited.
6-3 Any proxy designated by a registered shareholder must be a shareholder
or a participating physician or dentist.
CHAPTER 7 - ELECTIONS
7-1 BOARD OF DIRECTORS - ELECTION
A. The election of members to the Board of Directors will take
place at the duly notified Annual Meeting of Shareholders by
ballot. The members elected each year will be those necessary
to complete the nineteen (19) Directors.
The directors will be elected by a majority of votes of the
shares issued and outstanding with the right to vote and who
are represented in person or by proxy at the Meeting.
By-laws of
Triple-S Management Corporation
Page 5
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
Shareholders Annual Meeting in the year 2005; the term of the
second group of directors will end in the Shareholders Annual
Meeting in the year 2006 and the term of the third group of
directors will end in the Shareholders Annual Meeting in the
year 2007.
C. The term each group member, subsequently elected at the
Shareholders Annual Assembly, will occupy at his elected hold
office will be three (3) years. Every director will continue
with his duties until his/her heir 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 a one year term only, from
April 2001 to April 2002. With the 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 Salud.
7-2 DIRECTORS' REQUIREMENTS
In order to be a Director in the Corporation, every person must at
least meet the following requirements:
A. Never have declared fraudulent bankruptcy, voluntary or
involuntary, nor granted a fraudulent general cession in
benefit of creditors.
B. Should never have been convicted of a crime of moral
deprivation.
By-laws of
Triple-S Management Corporation
Page 6
C. Should not be a director or officer of a bank, a savings and
loans association, an institution engaged in the business of
receiving deposits and lending money in Puerto Rico or any
entity or corporation in which any of the institutions
referred to herein have a direct or indirect substantial
economic interest or the relationship of owner, subsidiary or
affiliate or any entity or corporation which owns, directly or
indirectly, substantial economic interest in any of the said
institutions, except that the person can fulfill his duties as
director or officer of a financial holding company or a
depository institution with whom an insurance company
affiliated to the corporation has a relationship, directly or
indirectly, as owner, subsidiary or affiliate.
D. In the case of directors who are physicians or dentists, they
should be active participants in the Subsidiary of Triple-S,
Inc., and have been so for at least two (2) years prior to
their nomination as directors in the Corporation.
CHAPTER 8 - DIRECTORS
8-1 BOARD OF DIRECTORS - POWERS
The Board of Directors will be composed of nineteen (19) members
elected by the Shareholders at the Meeting, or by the Board of
Directors in case of vacancies, and will exercise the Corporation's
powers and the management of its business in accordance with the Puerto
Rico General Corporations Law, the Articles of Incorporation and the
By-laws of the Corporation, as well as the guidelines issued by the
shareholders of the Corporation. The power to manage the Corporation's
affairs may only be exercised when the Directors of the Corporation act
as a Board, duly constituted, as a committee of the Board or by express
delegation from the Board. In order to become a Director of the
Corporation, you must be a shareholder of the Corporation. The
decisions taken by a majority of the Directors present at a meeting of
the Board of Directors, where a quorum is constituted, will be
considered as acts of the Board of Directors as if those decisions were
considered and accepted by all of the directors of the Board. Of the
nineteen (19) members of the Board of Directors, ten (10) must be
representatives of the community and/or subscribers and not medical
doctors or dentists. The Board must celebrate at least one annual
meeting before the Annual Shareholders Meeting and any annual and
special meetings the Board determines to be necessary. The Board will
meet on the last Wednesday of each month, unless special circumstances
force the President to change the day, and the Secretary will notify
the Directors in writing the date of said meetings. The Chairman of the
Board of Directors may convene extraordinary meetings of the Board to
be held at the place, date and time established in the notice to the
meeting and for the purposes expressed therein. In addition, the
Chairman will have the obligation to convene the Board of Directors
when requested by five (5) members of the Board of Directors, ten (10)
days after such request is made. A majority of the total number of
directors will constitute a quorum.
By-laws of
Triple-S Management Corporation
Page 7
8-2 VACANCIES IN THE BOARD - PROCEDURE TO FILL THE VACANCIES
The vacancies of the Board due to resignation, death, disability which
impedes the execution of their functions, or destitution of any
director before the expiration of their term, will be filled by the
vote of the majority of the Directors present in a Board meeting,
convened for these purposes, after the quorum is constituted. The
person elected to fill the vacancy will serve the rest of the term of
the person who is being substituted and may be reelected for two (2)
additional successive terms.
8-3 ACTS OF THE BOARD OF DIRECTORS - REFERENDUM
Except for a provision stating the contrary in the Articles of
Incorporation or the General Corporations Law, any action or agreement
required or permitted to be taken in any meeting of the Board of
Directors or any of its committees, may be executed without the need of
a meeting if all of the members of the Board of Directors or the
Committee, as the case may be, approve of it in writing and said
written approval or approvals are submitted and incorporated in the
minutes of the meetings of the Board of Directors or the Committee.
8-4 OFFICERS
The officers will be a Chairman, a Vice Chairman, a Treasurer, an
Assistant Treasurer, a Secretary and an Assistant Secretary. The Board
of Directors will elect these officers, which will meet the
requirements, will have the powers and duties and will serve during the
terms established herein.
8-5 THE CHAIRMAN
The Chairman of the Board of Directors will preside over the
shareholders assemblies, the meeting of the Board of Directors and will
assume all of the duties and faculties conferred by the Board of
Directors. Among his/her functions are the following:
A. Represent the Corporation in the name of the Board of
Directors in those official acts which he/she will have to
attend and will maintain the relationships with the
shareholders of the Corporation and the governmental
authorities as part of his/her duties.
B. Preside over the Executive Committee of the Board of
Directors.
By-laws of
Triple-S Management Corporation
Page 8
C. Name the Chairs of the Committees of the Board of Directors,
except the Chair of the Audit Committee and the Chair of the
Finance Committee. The Board of Directors will name the Chair
of the Audit Committee. The Treasurer of the Board of
Directors, by the nature of his office, will be the Chair of
the Finance Committee.
D. Name the members of the Committees of the Board of Directors,
except for the members of the Audit Committee, who shall be
named by the Board of Directors.
E. Will be a member of all the committees of the Board of
Directors.
F. Will be a member of the Board of Directors of the subsidiary
corporations to this Corporation.
G. Recommend to the Board of Directors for their consideration,
the creation of committees which are not expressly recognized
by the By-laws and Regulations, according to the needs of the
Corporation.
H. Inform to the Board of Directors about his/her official
affairs in virtue of his/her duties.
I. Assume all other duties and faculties that from time to time
are conferred by the Board of Directors.
J. The Chairman may convene any extraordinary meetings of the
Board of Directors that he/she may deem necessary.
8-6 THE VICE CHAIRMAN
In the absence of the Chairman, or if the Chairman is unable to act as
such, the Vice Chairman will assume the duties and faculties of the
Chairman.
8-7 THE SECRETARY
The Secretary will take an oath to loyally carry out the duties of
his/her office and will make sure that the minute books of the
Corporation are duly maintained and will note or cause to be noted the
actions of the Board of Directors and the Shareholders Assemblies and
the voting therein. He/she will issue the necessary certificates and
will be responsible for the corporate seal. He/she will be responsible
for making sure that the registry of all of the shareholders and the
Articles of Incorporation, the By-laws and the certified Regulations
are safely kept at the principal offices of the Corporation. In
addition, he/she will certify the official acts of the Board of
Directors.
By-laws of
Triple-S Management Corporation
Page 9
8-8 THE ASSISTANT SECRETARY
The Assistant Secretary will assume, in the absence or if the Secretary
is unable to perform his/her duties, all of the duties and faculties
conferred upon the Secretary.
8-9 THE TREASURER
The Treasurer will make sure that the securities and the money of the
Corporation is duly received and guarded, and that the disbursements
are only made according to duly approved and certified resolutions of
the Board of Directors. He/she will make sure that the investment
policies of the Corporation observe the security, liquidity and yield
criteria, in that order. He/she will preside over the Finance Committee
of the Board. In addition, the Treasurer will make sure that the
accounting books and registers are located in the principal offices of
the Corporation. The Corporation's accounting will follow general
accepted accounting principles.
8-10 THE ASSISTANT TREASURER
The Assistant Treasurer will assume, in the absence or if the Treasurer
is unable to perform his/her duties, all of the duties and faculties
conferred upon the Treasurer.
8-11 COMMITTEES
The Chairman of the Board of Directors will name a President and the
members of the following permanent committees:
A. Executive Committee
The following members of the Board of Directors will be
members of this Committee:
1. Chairman of the Board of Directors
2. Vice Chairman
3. Secretary
4. Treasurer
In addition, the Chairman of the Board of Directors will name
three (3) members of the Board of Directors to this Committee.
All of its members will have the right to a voice and a vote.
The decisions of the Committee will be by a majority of the
members present at each meeting.
By-laws of
Triple-S Management Corporation
Page 10
This Committee will meet no less than once every three months
and/or by a petition from the Chairman, on the day and time
determined by the Chairman.
The duties of the Committee will be:
1. Review, evaluate and pass judgment over every plan,
project or proposal which proposes any changes or
affects the policies and rules established for the
Corporation and that are in force and effect at a
determined time.
2. Review and approve the budget for the Corporation's
operational expenses, including any proposed changed
to the already approved and effective budget.
3. Review and approve the salaries, compensation plans,
including bonuses and other incentives, of the
officials and principal employees of the Corporation.
4. Review and approve, subject to the ratification of
the Board of Directors, any significant contract,
loan or other financial transaction or other
transaction of importance to the Corporation.
5. Those functions and powers that are not established
herein will be exercised by the Board of Directors as
a whole, provided, however, that the Board of
Directors may, through a resolution duly adopted,
delegate said power to the Executive Committee in
order to take action over a determined issue in a
determined moment of time.
6. Not withstanding item (5) above, the faculties of
destitution or election of officials, amending the
Certificate of Incorporation, approving mergers or
consolidations, making recommendations to the
shareholders regarding the sale, lease or exchange of
all or a substantial part of the property or assets
of the Corporation, approving resolutions that
recommend the liquidation or the revocation of the
same, amending the By-laws or authorize the issuance
of capital stock, or create additional subsidiaries,
cannot be delegated ever to the Executive Committee.
7. All of the decisions taken by the Executive Committee
will be presented to the Board of Directors as a
whole in order to be ratified, modified or rejected,
in the next Board meeting.
By-laws of
Triple-S Management Corporation
Page 11
B. Finance Committee
The Treasurer of the Board of Directors will head this
Committee. The Chairman of the Board of Directors will name at
least four (4) members of the Board of Directors to this
Committee, who will meet no less than once every two months.
The decisions taken by this Committee will be by a majority of
the members present at each meeting.
The duties of this Committee will be:
1. Inspect all of the financial activities of the
Corporation.
2. Guide the Board of Directors in all that is related
to the finances of the Corporation.
3. Study all recommended changes to the economic
structure of the Corporation.
4. Evaluate financial procedures of the Corporation.
C. Audit Committee
The Board of Directors shall name the Chair of this Committee,
who cannot be the Treasurer or Assistant Treasurer of the
Board of Directors, and no less than six (6) additional
members of the Board of Directors, and who will meet no less
than once every three (3) months, and as many times as
necessary. The decisions of this Committee will be by a
majority of the members present at each meeting.
The duties of this Committee will be:
1. Review and make sure that the Corporation and its
subsidiaries have an adequate internal control
structure to safeguard the assets, generate reliable
financial information and assure compliance with
applicable laws and regulations.
2. Review the activities performed by the Internal Audit
Office of the Corporation.
3. Select, for the final determination of the Board of
Directors, the external audit firm of the
Corporation.
4. Review the results of the audits performed by the
regulatory agencies.
By-laws of
Triple-S Management Corporation
Page 12
5. Review the consolidated financial reports of the
Corporation to be issued or filed with regulatory
agencies.
6. Review and judge the annual report prepared by the
external auditors.
D. Resolutions and Regulations Committee
The Chairman of the Board of Directors will name the President
of this Committee and at least four (4) additional members of
the Board of Directors, who will meet at least once a year,
and as many times as necessary. The decisions of this
Committee will be by a majority of the members present at each
meeting.
The duties of this Committee will be:
1. Review the Articles and By-laws of the Corporation
and propose and prepare those resolutions to amend
the Articles and By-laws or any other resolution
related with other institutional issue.
2. Evaluate and judge all resolutions that are presented
by the shareholders at the shareholders assemblies.
3. Follow the status of all resolutions approved by the
shareholders at the Shareholders Assemblies.
E. Nominations Committee
The Chairman of the Board of Directors will name the President
of this Committee and at least four (4) additional members of
the Board of Directors, who will meet at least once a year,
and as many times as necessary. The decisions of this
Committee will be by a majority of the members present at each
meeting.
The duties of this Committee will be:
1. Recommend to the Board of Directors any ideal
candidate that can fill any vacancy in the Board of
Directors.
2. Establish and periodically review the qualities that
any candidate to be named to the Board of Directors
should have.
3. Recommend to the Board of Directors ideal candidates
to occupy the positions of President of the
Corporation and the Director of the Internal Audit
Office, when said positions are vacant.
By-laws of
Triple-S Management Corporation
Page 13
F. General for all Committees
1. All committees will keep records of their meetings. A
copy of these will be sent to all of the members of
the Board of Directors through the Secretary of the
Board of Directors.
2. The President of each committee can call
extraordinary meetings, according to the particular
circumstance. The President of each Committee will
notify in writing with no less than five (5) days
before the ordinary meetings.
3. The Chairman of the Board of Directors may, from time
to time, request the advice of any of the committees
of the Board, as needed.
4. The President of the Corporation will be a member of
every Committee, except the Audit Committee.
G. The Board of Directors or its Chairman may create any other
Committee which they deem necessary for the proper operation
of the Corporation's business.
8-12 DISBURSEMENTS
The Corporation will not make any disbursement of $25 or more without
evidencing such disbursement with a voucher correctly describing the
reason for the payment and backed by an endorsed check or receipt
signed by the person receiving the payment, or in the name of the same
person if the payment is for services or as a refund. The voucher must
describe the services performed and detail the expenses by
classification.
8-13 INTERESTS OF THE DIRECTORS
None of the members of the Board of Directors will accept, nor will
benefit from any fee, broker's fee or commission, donation or other
emolument in relation to any investment, loan, deposit, purchase, sale,
exchange, service or other similar transaction of the Corporation; nor
will it have any financial interest in said transactions in any
capacity, except in representation and for the benefit of the
Corporation and under the previous authority of the Board of Directors.
However, travel and representation expenses or expenses incurred as a
result of the attendance to the Board of Directors or Committee
meetings may be paid to the Directors; as well as for those
professional services performed as a medical doctor or dentist to the
insurers of Triple-S, Inc., or any other health subsidiary in its
capacity as a participating provider of the health insurance plan or
plans.
By-laws of
Triple-S Management Corporation
Page 14
No ex-director may be part of the Administration of the Corporation or
its Subsidiaries nor perform any type of professional services in its
capacity as a private citizen or as part of any business, until after
three (3) years after the end of his/her term as a member of the Board
of Directors.
8-14 CAUSES FOR REMOVAL OF DIRECTORS AND EXECUTIVE OFFICERS NAMED TO THE
BOARD OF DIRECTORS
The following will be considered just cause for the removal of
officers:
1. Act with gross negligence in the performance of his/her
duties.
2. Receive or give a bribe.
3. Convicted of a felony or grave misdemeanor, which involves
depravation by a competent court.
4. Act immorally or improperly.
5. Have personal interests incompatible with the interests of the
Corporation.
6. Embezzle or fraudulently or negligently use or dispose of
funds of the Corporation.
7. Improperly use his/her position for personal benefit.
8. To be absent without any justification for three (3)
consecutive ordinary meetings of the Board properly notified
or to be absent from six (6) ordinary meetings during the
period of one year with or without justification.
9. Provide confidential or sensitive information of the
Corporation without the proper authorization or when it
damages the interests of the business.
10. Lose the Board's confidence when a minimum of three fourths of
the total number of directors which comprise the Board concur
in voting for the removal of a director.
11. Violate in a consistent manner the Articles of Incorporation
or the By-laws and Regulations of the Corporation, as well as
the General Corporations Law of Puerto Rico and/or the
agreements approved in the Shareholders Meeting or by the
Board of Directors.
By-laws of
Triple-S Management Corporation
Page 15
CHAPTER 9 - AMENDMENTS
9-1 AMENDMENTS
Amendments may be made to the By-laws when the following requirements
are complied with and when the proposed amendments have been previously
submitted to the Board of Directors and have been included in the
notice for the Meeting.
A. Through a resolution approved by the majority of those shares
of the Corporation issued and outstanding with the right to
vote which are present at a meeting validly constituted,
provided, however, that the Articles 4-1, Section "A", 6-2 and
7-1, Section "B", shall only be amended by the affirmative
vote of three fourths (3/4) of the Corporation's voting shares
issued and outstanding which are present at a meeting validly
constituted.
B. The approved amendments will be certified by the Chairman and
the Secretary, in triplicate, with the seal of the
Corporation.
C. The amendments to the By-laws approved by the shareholders at
a meeting or by referendum will be distributed to the
shareholders.
CHAPTER 10 - ADMINISTRATION
10-1 NAMING OF THE PRESIDENT OF THE CORPORATION AND HIS/HER FACULTIES
The Board of Directors will name a President to the Corporation who
will be in charge of the general administration, superintendence, and
management of the business of the Corporation, subject to the orders
and regulations of the Board of Directors, who will fix his salary. The
President of the Corporation will assume all other duties and
responsibilities that are imposed upon him/her at the Shareholders
Assemblies or by the Board of Directors.
10-2 ADMINISTRATION
The Board will have the faculty to name any other officers that they
deem convenient and necessary.
10-3 BONDS
The President of the Corporation, as well as any officer or employee
that collects, receives, manages or is responsible for or guard funds
or securities of the Corporation, will have to give a fidelity bond in
the amount set forth by the Board of Directors.
By-laws of
Triple-S Management Corporation
Page 16
10-4 BUDGET FOR EXPENSES
The President of the Corporation will prepare each calendar year the
budget for the administrative expenses of the Corporation, which will
be submitted to the Board of Directors on or before November 15 for
their consideration. The Board of Directors will approve the budget on
or before December 31, and it will become effective the 1st of January
of the next calendar year. In the event that the budget is not approved
by the stated date, the corporate operations will continue based on the
budget for the previous year until the Board approves a new budget for
the administrative expenses of the Corporation. The budget will be
available for inspection by the Shareholders at the principal offices
of the Corporation, after January 15 of the corresponding year.
By-laws were effective on April 14, 1998.
Revised on December 7, 1998; April 25, 1999; April 30, 2000; April 29, 2001;
April 28, 2002; April 27, 2003.