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EXHIBIT 3.2
BY LAWS OF
POPULAR, INC.
ARTICLE 1: BOARD OF DIRECTORS
1.1 The business and affairs of the Corporation shall be
conducted under the authority of its Board of Directors. The directors shall be
elected in the manner set forth in the Certificate of Incorporation of the
Corporation.
1.2 If for any reason or cause an election of directors is not
held on the Annual Meeting of Stockholders, or at any adjournment thereof, such
election may be held on any subsequent date at a special meeting of
stockholders duly called for such purpose.
1.3 Directors shall receive such reasonable compensation as may
be established from time to time by the Board of Directors by resolution
approved by an absolute majority thereof.
1.4 The Board may hold such regular meetings as may be
established from time to time by resolution approved by an absolute majority of
the Board. Once regular meetings are convened as established herein, notice
thereof need not be given. The Board may hold such extraordinary meetings as
may be convened by the Chairman of the Board, by the President or which may be
required by at least three (3) directors. Such regular or extraordinary
meetings may be held at the Corporation's principal office, at any other place
or places within or without Puerto Rico, or by such other means as permitted by
law.
1.5 The quorum at any meeting of the Board of Directors shall
consist of a majority of the total number of directors. The vote of a majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board unless the Certificate of Incorporation or these By-Laws shall
require a vote of a greater number.
ARTICLE 2: MEETINGS OF STOCKHOLDERS
2.1. An Annual Meeting of Stockholders shall be held not later
that the fifth month following the end of the fiscal year of the Corporation at
a place, date and time fixed by the Board of Directors.
2.2 Special meetings of stockholders may be called by the Board
of Directors, the Chairman of the Board of Directors or the President of the
Corporation. The notice of such special meetings shall specify the purpose or
purposes for which the meeting is called.
2.3 All meeting of stockholders shall be convened by delivering a
notice to each holder or shares entitled to vote, not less than thirty (30)
days before the date of the meeting, either
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personally or by mail. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at his
or her address as it appears on the Stock Book of the Corporation, with postage
thereon prepaid.
2.4 A majority of the outstanding shares of the Corporation
entitled to vote represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If no quorum is present, the meeting shall be
adjourned from time to time without further notice until a date not less than
eight (8) days after the date for which the first meeting was called. Such
adjourned meeting shall be held and shall be lawfully organized whatever the
number of shares entitled to vote may be represented therein, and any business
may be transacted which might have been transacted at the meeting as originally
noticed.
2.5 Unless otherwise provided in the Certificate of
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder
which has voting power upon the matter in question. Each stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period. Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as proxy, the following shall
constitute valid means by which a stockholder may grant such authority:
i. A stockholder may execute a writing authorizing
another person or persons to act for him as proxy.
Execution may be accomplished by the stockholder or
his authorized officer, director, employee or agent
signing such writing or causing his or her signature
to be affixed to such writing by any reasonable
means including, but not limited to, by facsimile
signature.
ii. A stockholder may authorize another person or
persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram,
cablegram, Internet or other means of electronic
transmission to the person who will be the holder of
the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly
authorized by the person who will be the holder of
the proxy to receive such transmission, provided
that any such telegram, cablegram, Internet or other
means of electronic transmission must either set
forth or be submitted with information from which it
can be determined that the telegram, cablegram,
Internet or other electronic transmission was
authorized by the stockholder. If it is determined
that such telegrams, cablegrams, Internet or other
electronic transmissions are valid, the inspectors
or, if there are no inspectors, such other persons
making that determination shall specify the
information upon which they relied.
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2.6 The Chairman of the Board of Directors shall preside at any
meeting of stockholders and shall conduct such proceedings as are customary in
this kind of meeting, procuring at all times order and impartiality in the
debates.
2.7 During the Annual Meeting of Stockholders, the financial
statements of the Corporation shall be presented to the stockholders for their
approval, and the directors shall provide such explanations as may be
reasonably requested by the stockholders regarding such statements as well as
the operations of the Corporation during the year.
ARTICLE 3: OFFICERS AND EMPLOYEES
3.1 The Board shall appoint one of its members to be the Chairman
of the Board, to serve at the pleasure of the Board. He shall preside at all
meetings of the Board and of the stockholders. He shall also have and may
exercise such executive powers and duties as pertain to the office of Chairman
of the Board, or as from time to time may be conferred upon, or assigned to,
him by the Board.
3.2 The Board shall appoint one of its members to be the
President of the Corporation, to serve at the pleasure of the Board. In the
absence of the Chairman, the President shall preside at any meetings of the
Board and of the stockholders. He shall also have and may exercise such further
powers and duties as pertain to the office of President of the Corporation, or
as from time to time may be conferred upon, or assigned to, him by the Board.
3.3 The Board of Directors may appoint from among its members
one or more Vice Chairmen to serve at the pleasure of the Board. Each Vice
Chairman shall have such powers and duties as may be assigned to him by the
Board.
3.4 The Board shall appoint a Secretary. The Secretary shall
keep the minutes of the meetings of the Board and of the stockholders. He or
one of the Assistant Secretaries shall see that proper notices are given of all
meetings of which notice is required. The Secretary shall have custody of the
seal and when necessary shall attest to the same when affixed to written
instruments properly executed on behalf of the Corporation; and generally,
shall perform such other duties as may be prescribed from time to time by the
Board, the Chairman or the President.
3.5 The Board shall appoint one or more Assistant Secretaries.
The Assistant Secretaries shall perform such duties as shall be prescribed by
the Board, The Chairman, the President or the Secretary.
3.6 The Board may appoint such other officers (who need not be
directors) and attorneys-in-fact as from time to time may appear to the Board
to be required or desirable to transact the business of the Corporation. Such
officers shall respectively exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon, or assigned to,
them by the Board or the President.
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ARTICLE 4: CERTIFICATES AND TRANSFERS OF STOCK
4.1 Certificates for Shares. Subject to the second paragraph of
this Section 4.1, every holder of shares of stock of the Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
The certificates shall be signed by the President or any Vice President and by
the Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant
Secretary. Such signatures may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or registrar other than the Corporation
itself or an employee of the Corporation. In case any officer who signed, or
whose facsimile signature has been placed upon, such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer at the date
of its issuance. The certificates representing the stock of the Corporation
shall be in such form as shall be approved by the Board of Directors.
4.2 Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate in the case of
uncertificated securities, or by attorney lawfully constituted in writing, and,
in the case of certificated securities, upon surrender and cancellation of a
certificate or certificates for a like number of shares of the same class of
stock, with duly executed assignment and power of transfer endorsed thereon or
attached thereto, and with such proof of the authenticity of the signatures as
the Corporation or its agents may reasonably require. No transfer of stock
other than on the records of the Corporation shall affect the right of the
Corporation to pay any dividend upon the stock to the holder of record thereof
or to treat the holder of record as the holder in fact thereof for all
purposes, and no transfer shall be valid, except between the parties thereto,
until such transfers shall have been made upon the records of the Corporation.
4.3 With respect to voting rights, the shares of stock shall be
considered indivisible. In the case of shares belonging to several persons
collectively, the co-owners shall appoint a representative to act on behalf of
the group.
4.4 If the loss, theft or destruction of a Certificate is
reasonably established before the Board of Directors, the latter may authorize
the issuance of a duplicate, provided the concerned stockholder presents before
the Board of Directors a sworn statement in which the stockholder described
circumstances surrounding the loss, theft or destruction of said Certificate,
and if the Board of Directors so require give the Corporation a bond of
indemnify, in form and with one or more sureties satisfactory to the Board, in
such sum as it may direct as indemnify against any claim which may be made
against the Corporation with respect to the Certificate alleged to have been
lost, stolen or destroyed.
4.5 The Board of Directors may, in its discretion, appoint one or
more banks or trust companies in any such city or cities as the Board of
Directors may deem advisable, including any banking subsidiaries of the
Corporation, from time to time, to act as Transfer Agents and Registrars of the
stock or other securities of the Corporation; and upon such appointments being
made, no stock certificate shall be valid until countersigned by one of
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such Agents and registered by one of such Registrars.
4.6 The Board of Directors may close the Stock Book in their
discretion for a period not exceeding fifty (50) days preceding any meeting of
the Stockholders, or the day appointed for the payment of dividends.
ARTICLE 5: WAIVER OF NOTICE
5.1 Any stockholder, director or officer may waive, in writing,
any notice required to be given under these By-Laws.
ARTICLE 6: FISCAL YEAR
6.1 The fiscal year of the Corporation shall commence on the
first day of January and shall end on the thirty-first day of December of each
year.
ARTICLE 7: PROFITS AND DIVIDENDS
7.1 Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock.
7.2 Before payment of any dividend or making any distribution of
profits, there may be set aside out of any funds of the Corporation available
for dividends as the Board of Directors form time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and, the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.
ARTICLE 8: SEAL
8.1 The corporate seal shall have inscribed thereon the name of
the Corporation and the words "Commonwealth of Puerto Rico". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.