P.R. Laws tit. 14, § 3507

2019-02-20 00:00:00+00
§ 3507. First meeting of the incorporators or directors designated in the certificate of incorporation

(a) After the filing of the certificate of incorporation, the first meeting of the incorporator or incorporators, or of the board of directors if the directors were designated in the certificate, shall be called through notice signed by a majority of the incorporators or the directors, as the case may be, stating the date and place of the meeting, which may be held inside or outside of the territorial jurisdiction of the Commonwealth. The purpose of the meeting shall be to adopt the bylaws of the corporation, elect the directors if it is an incorporators meeting, who shall hold office until the first annual meeting of stockholders or until their successors are elected and qualify, or to elect the officers of the corporation if it is a directors meeting. Any other acts necessary to perfect the organization of the corporation shall be carried out and any other matters presented at the meeting shall be addressed. This and any other meetings may be held by individual or collective consultation through any communications, which shall be stated in the minutes.

(b) The persons calling the meeting shall give written notice thereof and of the agenda to each of the other incorporators or directors at least two (2) days prior to such meeting by any usual communication medium. Such notice shall not be necessary in the case of every person who attends the meeting or waives said notice in writing before or after the meeting.

(c) Any action which may be taken in the first meeting of the incorporators or of directors, as the case may be, may be taken without the need of a meeting if each incorporator or director, when more than one (1), or the sole incorporator or director when only one (1), signs an instrument which states the action so taken.

History —Dec. 16, 2009, No. 164, § 1.07.