EXHIBIT 3.2. AMENDED AND RESTATED BYLAWS OF TRIPLE-S MANAGEMENT CORPORATION.
AMENDED AND RESTATED
BY-LAWS
OF
TRIPLE-S MANAGEMENT CORPORATION
CHAPTER 1 -- BOARD OF DIRECTORS
1-1 The Board of Directors is made up of nineteen (19) members as provided
in the Articles of Incorporation of the Corporation.
CHAPTER 2 -- CAPITAL STOCK; STOCK CERTIFICATES; CORPORATE SEAL
2-1 The Corporation may issue at any time the shares of capital stock of
the Corporation set forth in the Articles of Incorporation with the
prior approval of such issuance by the Board of Directors.
2-2 The certificates representing shares of capital stock of the
Corporation shall be in such form as shall be prescribed by the Board
of Directors of the Corporation in conformity with the Articles of
Incorporation, the General Corporation Law of Puerto Rico (the "GCLPR")
or other applicable law. The issuance of shares shall be entered in the
stock books of the Corporation as they are issued. Such entries shall
show the name and address of the person, firm, partnership, corporation
or association to whom each certificate is issued. Each certificate
shall have printed, typed or written thereon the name or the person,
firm, partnership, corporation or association to whom it is issued and
the number of shares represented thereby. It shall be signed by the
President and Chief Executive Officer or any other officer appointed by
the Board of Directors and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the Corporation, and sealed
with the seal of the Corporation. Any or all signatures on such
certificate may be facsimiles and the seal may be facsimile, engraved
or printed. In case any such officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date
of issue.
2-3 The Corporation will use a circular seal measuring 1-7/8 in diameter
with the name "Triple-S Management Corporation" around its
circumference.
CHAPTER 3 -- TRANSFER OF SHARES
3-1 The transfer of shares of the Corporation shall be subject to the
restrictions set forth in the Articles of Incorporation of the
Corporation.
3-2 The Secretary of the Corporation or a transfer agent for 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.
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CHAPTER 4 -- SHAREHOLDER MEETINGS; SHAREHOLDER PROPOSALS
4-1 ANNUAL MEETING
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 as determined by the Board of Directors from time to time,
at the place indicated in the Notice of Meeting, at 9:00 am, on the
last Sunday in April of each year or, as an exception, at such other
date which is closest to the last Sunday of the month of April as
determined by the Board due to any legal requirement applicable to the
Corporation. 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 attend to any other
matters that are properly submitted for consideration. However, the
Articles of Incorporation may not be amended unless the shareholders,
who have the right to vote at the meeting, have been previously
notified that among the matters that are being considered at the
meeting are amendments to the Articles of Incorporation.
4-2 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.
4-3 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.
4-4 NOTICE -- SUBSTITUTE
If the directors and officers of the Corporation should refrain from
calling and celebrating, at its designated time, an annual meeting,
Shareholders who hold 10% of the registered voting shares 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.
4-5 QUORUM
Notice to attend annual and special meetings will be sent to all
shareholders whose names appear in the Corporate Registry in the manner
set forth above prior to the meeting date. At the annual or special
meetings, a majority of the voting shares of capital stock of the
Corporation 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 these
Bylaws, as many new meetings as necessary may be scheduled, with the
same one-third (1/3) requirement.
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4-6 SHAREHOLDER PROPOSALS
(A) Shareholders shall be entitled to submit proposals to be voted
upon by shareholders at an annual meeting of the Corporation
provided that they comply with the procedures set forth in
this Section 4-6. Only those proposals which satisfy all
requirements specified in this Section 4-6 shall be deemed
"Qualified Shareholder Proposals."
(B) In order for a proposal to constitute a "Qualified Shareholder
Proposal," all of the following requirements must be
satisfied:
(i) The proposal must be made for submission at an annual
meeting of shareholders or at a special meeting
referred to in these By-laws;
(ii) The proposal must be a proper subject for shareholder
action. The Board of Directors shall be entitled to
determine that any proposal which the shareholder is
not entitled to have included in the Corporation's
proxy statement for the annual meeting under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the regulations issued by the
Securities and Exchange Commission (which are
collectively referred to herein as the "SEC Proxy
Rules") is not a proper subject for shareholder
action;
(iii) The proposal must be made by a shareholder who shall
be the record holder on the record date for
determining shareholders entitled to receive notice
of and to vote at such annual or special meeting (a
"Proposing Shareholder");
(iv) The Proposing Shareholder must deliver a written
notice identifying such proposal to the office of the
Corporation's Secretary at the Corporation's
principal place of business which provides the
information required by these Bylaws which is timely
under the standards given in this Section 4-6 and
Section 4-7 of these Bylaws;
(v) Such Proposing Shareholder's proposal notice shall:
(a) contain a description of the proposal, the
reasons for the proposal and any material interest in
such proposal by the Proposing Shareholder or the
beneficial owner of the shareholder's record shares;
(b) contain an affirmation by the Proposing
Shareholder that the shareholder satisfies the
requirements specified in this Section 4-6 for
presentation of such proposal; (c) contain a
description of all arrangements or understandings
between such Proposing Shareholder and any other
person or persons (including their names) in
connection with the proposal of such business by such
Proposing Shareholder; (d) a representation that such
Proposing Shareholder intends to appear in person or
by proxy at the annual meeting to bring such business
before the meeting; and (e) as to the Proposing
Shareholder and the beneficial owner, if any, on
whose behalf the proposal is made (x) the name and
address of such Proposing Shareholder, as they appear
on the Corporation's books, and of such beneficial
owner and the telephone number at which each may be
contacted during normal business hours through the
time for which the meeting is scheduled, and (y) the
class and number of shares of the Corporation which
are owned beneficially and of record by such
Proposing Shareholder and such beneficial owner; and
(vi) The Proposing Shareholder and the beneficial owner
shall provide such other information required by
these Bylaws or as any officer of the Corporation
shall reasonably deem relevant within such time
limits as any officer of the Corporation shall
reasonably impose for such information.
(C) Nothing in these Bylaws shall be deemed to prohibit a
shareholder from including any proposals in the Corporation's
proxy statement to the extent such inclusion shall be required
under the Exchange Act and the SEC Proxy Rules or to lessen
any obligation by any shareholder to comply with the SEC Proxy
Rules; provided, however, that neither the fact that a
shareholder's nominee
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qualifies for nomination or election to the Board of Directors
under Section 4.8 nor the fact that business is properly
brought before an annual meeting by a shareholder under this
Section 4-6 shall obligate the Corporation to endorse that
candidate or proposal or (except to the extent required by the
SEC Proxy Rules) to provide a means to vote on that proposal
on proxy cards solicited by the Corporation or to include
information about that proposal in the Corporation's proxy
statement. To the extent this Section 4-6 shall be deemed by a
majority of the Board of Directors or the Securities and
Exchange Commission, or adjudged by a court of competent
jurisdiction, to be inconsistent with the rights of
shareholders to request inclusion of a proposal in the
Corporation's proxy statement pursuant to the SEC Proxy Rules,
the SEC Proxy Rules shall govern.
4-7 NOTICE OF SHAREHOLDER BUSINESS OTHER THAN NOMINATION OF DIRECTORS.
(A) For business, other than the nomination of Directors, to be
properly brought before an annual meeting by a Proposing
Shareholder pursuant to these Bylaws, the Proposing
Shareholder must meet the requirements of ySection 4-6 of
these Bylaws and the following subsections of this ySection
4-7. If the Chairman of an annual meeting determines that
business was not properly brought before the annual meeting in
accordance with the requirements of Section 4-6 and the
following subsections of this Section 4-7, the Chairman shall
declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.
(B) To be timely for an annual meeting, a Proposing Shareholder's
notice must be actually delivered to the Secretary at the
Corporation's principal place of business not later than the
close of business on the 120th day nor earlier than the close
of business on the 150th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that
if the date of the annual meeting is more than thirty (30)
days before or more than sixty (60) days after such
anniversary date, notice by the shareholder to be timely must
be so delivered not later than the close of business on the
tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the
Corporation.
(C) In no event shall the public announcement of an adjournment of
an annual meeting commence a new time period for the giving of
a Proposing Shareholder's notice as described above. "Public
Announcement" means, for these purposes, disclosure in a press
release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
(D) Such Proposing Shareholder's notice shall set forth as to each
matter all information relating to such matter that is
required to be disclosed in solicitations of proxies, or is
otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act, and Rule 14a-11 thereunder.
4-8 SHAREHOLDER NOMINATION OF DIRECTORS
(A) In addition to nominations made through the Nominations
Committee of the Board of Directors, nominations of persons
for election to the Board of Directors of the Corporation may
be made at the meeting by any shareholder of the Corporation
entitled to vote for the election of Directors who complies
with the notice procedures set forth in this Section 4.8 (A)
and (B). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation.
To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than one hundred and twenty (120) days
before the date of release of the proxy statement to
shareholders in connection with the previous year's annual
meeting for the election of directors. Such shareholder's
notice to the Secretary shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and
number of shares of capital stock of the Corporation
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which are beneficially owned by the person, and (iv) any other
information relating to the person that is required to be
disclosed in solicitations for proxies for election of
directors pursuant to the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended; and (b)
as to the shareholder giving the notice (i) the name and
record address of the shareholder and (ii) the class and
number of shares of capital stock of the Corporation which are
beneficially owned by the shareholder. The Corporation may
require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for
election as a director by the shareholders of the Corporation
unless (i) nominated in accordance with the procedures set
forth herein, and (ii) such nominee satisfies any and all
eligibility criteria established by the Board of Directors of
the Corporation.
(B) The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that any nomination made
at the meeting was not made in accordance with the foregoing
procedures and, in such event, the nomination shall be
disregarded. Any decision by the chairman of the meeting shall
be conclusive and binding upon all shareholders of the
Corporation for any purpose.
CHAPTER 5 -- VOTING RIGHTS
5-1 Each shareholder shall, at every meeting, be entitled to as many votes
as shares of capital stock of the Corporation are registered in his
name in the books of the Corporation. The shareholder may vote in
person or, if absent, by proxy, by certified mail or any other
electronic means that may be provided by the Corporation. 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.
5-2 CUMULATIVE VOTE -- PROHIBITION
As provided in the Articles of Incorporation of the Corporation, there
shall be no cumulative voting of a class or series of capital stock in
the election of directors of the Corporation.
CHAPTER 6 -- ELECTIONS
6-1 BOARD OF DIRECTORS -- ELECTION
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 of
capital stock of the Corporation issued and outstanding with the right
to vote and who are represented in person or by proxy at the meeting.
The Board of Directors shall be divided into three groups as required
by the Articles of Incorporation of the Corporation.
6-2 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.
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(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) Must comply with any applicable requirements under BCBSA
rules.
CHAPTER 7 -- DIRECTORS, OFFICERS AND COMMITTEES
7-1 BOARD OF DIRECTORS -- POWERS
(A) The Board of Directors will be composed of nineteen (19)
members elected by the Shareholders at the annual 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 GCLPR, the Articles of
Incorporation and By-laws of the Corporation, as well as the
guidelines issued by the Shareholders of the Corporation.
(B) 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.
(C) 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.
(D) Of the nineteen (19) members of the Board of Directors, at
least ten (10) must be representatives of the community and/or
subscribers.
(E) Board Meetings
1. The Board must celebrate at least one annual meeting
before the Annual Meeting of Shareholders and any
regular and special meetings the Board determines to
be necessary.
2. The Board will meet at least quarterly, unless
special circumstances force the Chairperson of the
Board to change it. The Secretary will notify the
Directors in writing the date of said meetings.
3. The Chairperson 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.
4. In addition, the Chairperson of the Board of
Directors will have the obligation to convene the
Board of Directors when requested by five (5) members
of the Board, ten (10) days after such request is
made.
(F) A majority of the total number of Directors will constitute a
quorum.
7-2 VACANCIES IN THE BOARD -- PROCEDURE TO FILL 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
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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.
7-3 ACTS OF THE BOARD OF DIRECTORS -- REFERENDUM
Except for a provision stating the contrary in the Articles of
Incorporation or the GCLPR, 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.
7-4 OFFICERS
The officers will be a Chairperson, 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.
7-5 THE CHAIRPERSON OF THE BOARD OF DIRECTORS
The Chairperson of the Board of Directors will preside over the
Shareholders Meetings, the meetings of the Board of Directors, and will
assume the duties and responsibilities conferred by the Board of
Directors. Among the main duties and responsibilities of the
Chairperson 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) Appoint the Directors who are to be members of the Finance
Committee, except for its Committee Chair, and the Resolutions
and Regulations Committee of the Board of Directors, unless
otherwise provided in these By-laws.
(C) Be a member of all of the Committees of the Board of
Directors, if he/she complies with the independence criteria
adopted and approved by the Board of Directors.
(D) Represent the Corporation at the Shareholders Meetings of the
Subsidiary Corporations.
(E) Recommend to the Board of Directors for their consideration,
the creation of committees which are not expressly recognized
in the By-laws and regulations, according to the needs of the
Corporation.
(F) Inform the Board of Directors about his/her official affairs
by virtue of his/her duties and responsibilities.
(G) Assume all other duties and responsibilities that from time to
time are conferred by the Board of Directors.
(H) Convene any extraordinary meetings of the Board of Directors
that he/she may deem necessary.
7-6 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.
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7-7 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 Meetings 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 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.
7-8 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.
7-9 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.
7-10 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.
7-11 COMMITTEES
The permanent Committees of the Board of Directors will be classified
according to their nature and the importance of their duties, as well
as the responsibilities delegated to each Committee, and the impact of
its tasks in the operation and results of the Corporation. In
compliance with the above, the "Core Committees" will be the Corporate
Governance Committee, the Audit Committee, the Nominations Committee,
the Compensation Committee, and the Finance Committee.
(A) CORPORATE GOVERNANCE COMMITTEE
The Board of Directors shall appoint at least five (5)
Directors to this Committee, one of which shall be the
Chairperson of the Board, who shall be the Committee's Chair.
Each Director that is a member of the Committee shall comply
with the independence requirements that have been adopted and
approved by the Board of Directors.
The members of the Committee shall meet at least once a year
and as many times as deemed necessary. The decisions of the
Corporate Governance Committee shall be by a majority of the
Directors present at each meeting.
The Committee's main responsibilities will be to:
1. Examine the best practices of good corporate
governance and ensure that the Corporation complies
with said practices. The corporate governance
structure:
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a. Establishes the distribution of the rights
and responsibilities among the different
constituents of the Corporation: the Board
of Directors, Management, Shareholders, and
any other constituent.
b. Sets up the rules and procedures in order to
make corporate decisions.
2. Advise the Boards of Directors of the Corporation and
its Subsidiary Corporations, as well as their
respective Chairs, about the best practices of
corporate governance and the conduct of the
Directors.
3. Provide to the Directors of the Corporation with
orientation and educational mechanisms that are
relevant and pertinent to their duties and
responsibilities in the Corporation.
(B) AUDIT COMMITTEE
The Board of Directors shall appoint at least five (5)
Directors to this Committee.
Each Director that is a member of the Committee shall comply
with the independence requirements that have been adopted and
approved by the Board of Directors.
The Chair of this Committee shall be appointed by the
Directors that are members of the Committee.
This Committee shall meet at least once every three months and
as many times as deemed necessary. The decisions of the Audit
Committee shall be by a majority of the Directors present at
each meeting.
The Committee's main responsibilities will be to:
1. Review and ensure that the Corporation and its
Subsidiary Corporations have an adequate internal
control structure to safeguard the assets, generate
reliable financial information, and assure the
compliance with applicable laws and regulations.
2. Review the activities performed by the Internal Audit
Office of the Corporation.
3. Appoint or terminate the engagement with the external
auditors.
4. Review the results of the audits performed by the
regulatory agencies.
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.
7. Appoint or terminate the Director of the Internal
Audit Office.
(C) NOMINATIONS COMMITTEE
The Board of Directors shall appoint at least seven (7)
members of the Board of Directors to this Committee, one of
which shall be the Chairperson of the Board.
Each Director that is a member of the Committee shall comply
with the independence requirements that have been adopted and
approved by the Board of Directors.
The Chair of this Committee shall be appointed by the
Directors who are members of the Committee.
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The Committee shall meet at least once a year and as many
times as deemed necessary. The decisions of the Nominations
Committee shall be by a majority of the Directors present at
each meeting.
The Committee's main responsibilities will be to:
1. Recommend to the Board of Directors the best
qualified candidates that can be members of the Board
of Directors and fill any vacancy that arises
therein.
2. Develop 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 the best
qualified candidates to occupy the position of
President of the Corporation.
4. Evaluate annually, or as often as deemed appropriate,
the Directors' performance pursuant to the criteria
and objectives that, from time to time, the Board of
Directors establishes.
(D) COMPENSATION COMMITTEE
The Board of Directors shall appoint at least five (5)
Directors of the Board of Directors to this Committee.
Each Director that is a member of the Committee shall comply
with the independence requirements that have been adopted and
approved by the Board of Directors.
The Chair of this Committee shall be appointed by the
Directors who are members of the Committee.
The Committee shall meet at least once a year and as many
times as deemed necessary. The decisions of the Compensation
Committee shall be by a majority of the Directors present at
each meeting.
The Committee's main responsibilities will be to:
1. Develop, recommend, and review the compensation
policies for the Executive Officers of the
Corporation and its Subsidiary Corporations.
2. Recommend to the Board of Directors the compensation
for the Executive Officers of the Corporation and its
Subsidiary Corporations.
3. Recommend to the Boards of Directors of the
Corporation and its Subsidiary Corporations those
changes to the compensation levels of the Directors
of the Corporation and its Subsidiary Corporations
that are deemed necessary.
4. Develop an annual report regarding the compensation
of the Board of Directors and the Executive Officers
of the Corporation and its Subsidiary Corporations,
pursuant to the applicable laws and regulations.
(E) FINANCE COMMITTEE
The Chairperson of the Board of Directors shall appoint to
this Committee at least four (4) Directors of the Board. In
addition to those Directors, the other members of this
Committee shall
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be the Chairperson of the Board, the President of the
Corporation, and the Treasurer of the Board, who shall be the
Committee's Chair.
The Committee shall meet at least once every two months, and
as many times as deemed necessary. The decisions of the
Finance Committee shall be by a majority of the Directors
present at each meeting.
The Committee's main responsibilities will be to:
1. Monitor all the financial activities of the
Corporation.
2. Provide guidance to the Board of Directors in all
matters that are related to the finances of the
Corporation.
3. Study all recommended changes to the economic
structure of the Corporation.
4. Evaluate the financial procedures of the Corporation.
5. Develop the investments policy of the Corporation,
and review and recommend amendments to the policy, as
deemed necessary.
(F) RESOLUTIONS AND REGULATIONS COMMITTEE
The Chairperson of the Board of Directors shall appoint at
least five (5) Directors of the Board of Directors to this
Committee. In addition to those Directors, the other members
of this Committee shall be the Chairperson of the Board and
the President of the Corporation.
The Chair of this Committee shall be appointed by the
Chairperson of the Board of Directors from among the members
of the Committee.
This Committee shall meet at least once a year, and as many
times as deemed necessary. The decisions of the Resolutions
and Regulations Committee shall be by a majority of the
Directors present at each meeting.
The Committee's main responsibilities will be to:
1. Review the Articles of Incorporation and By-laws of
the Corporation, and propose and prepare those
resolutions to amend the Articles of Incorporation
and By-laws or any other resolution related with
other institutional issues.
2. Evaluate and judge all resolutions that are presented
by the Shareholders at the Shareholders Meetings.
3. Follow up on the status of all resolutions approved
by the Shareholders at the Shareholders Meetings.
(G) GENERAL PROVISIONS FOR ALL COMMITTEES
1. Each of the Committees established by these By-laws
shall adopt a Charter in order to govern its actions
and to discharge its duties and responsibilities. The
Committees shall periodically review their respective
Charters, in order to make the necessary changes to
achieve its purposes. The Charters, as well as any
amendment thereto, shall be approved by the Board of
Directors.
2. All Committees shall keep records of their meetings.
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3. The Chair of each Committee may convene special
meetings, as deemed necessary.
4. The Chairperson of the Board of Directors may, from
time to time, request the advice of any of the
Committees of the Board, as needed.
5. The President of the Corporation shall be a member of
all Committees, except the Audit Committee and those
Committees where he/she does not comply with the
independence requirements that have been adopted and
approved by the Board of Directors.
(H) ADDITIONAL REQUIREMENT FOR COMPENSATION, NOMINATIONS AND AUDIT
COMMITTEES
In addition, to the requirements set forth in this Section
7-11 of the Bylaws of the Corporation, the members of the
Compensation, Nominations and Audit Committees must not be
officers or employees of the Corporation or any of the
subsidiaries of the Corporation (i.e., outside directors) as
required by the BCBSA.
(I) The Board of Directors or its Chairperson may create any other
Committee which they deem necessary for the proper operation
of the Corporation's business.
7-12 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.
7-13 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.
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.
7-14 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
directors and 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
depravity by a competent court.
(4) Act immorally or improperly.
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(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.
(12) Failure to comply with any applicable BCBSA Rules.
CHAPTER 8 -- AMENDMENTS
8-1 AMENDMENTS
The Board of Directors of the Corporation shall have the power to amend
the Bylaws of the Corporation by the vote of a majority of the whole
Board of Directors of the Corporation. The shareholders of the
Corporation shall have the power to amend the Bylaws of the Corporation
by the vote of at least a majority of the holders of the then issued
and outstanding shares of capital stock entitled to vote thereon.
Notwithstanding anything contained in these Bylaws of the Corporation
to the contrary, the approval of BCBSA (unless each and every License
Agreement with BCBSA to which the Corporation or its subsidiaries shall
be subject shall have been terminated) shall be required to amend
Section 5-2, Paragraph D of Section 6-2, Paragraph H of Section 7-11
and Sub-Section 12 of Section 7-14 of these By-Laws and the BCBSA
approval requirement contained in this Section 8-1 of these By-Laws.
For purposes of this Section 8-1, the term "whole Board of Directors of
the Corporation" means the total number of Directors which the
Corporation would have as of the date of such determination if the
Board of Directors of the Corporation had no vacancies.
CHAPTER 9 -- ADMINISTRATION
9-1 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.
9-2 ADMINISTRATION
The Board will have the faculty to name any other officers that they
deem convenient and necessary.
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9-3 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.
CHAPTER 10 -- DIVIDENDS
10-1 Subject to the requirements of the GCLPR and the provisions of the
Articles of Incorporation, dividends upon the capital stock of the
Corporation may be declared by resolution of the Board of Directors,
and may be paid in cash, in property (including the shares or bonds of
other corporations), in the Corporation's bonds or in shares of the
Corporation's capital stock. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time,
in its absolute discretion, deems proper as a reserve or reserves to
meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or
other securities or evidences of indebtedness of the Corporation, or
for equalizing dividends, or for repairing or maintaining any property
of the Corporation, or for any other proper purpose, and the Board of
Directors may modify or abolish any such reserve.
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