P.R. Laws tit. 14, § 3508
(a) The original or subsequent bylaws of the corporation may be adopted, amended or repealed by the incorporators, by the initial directors if they were designated in the certificate of incorporation, or, if the corporation has not received any payment for its stock, by the board of directors. After the corporation has received any payment for any stock, the stockholders entitled to vote or, in the case of nonstock corporations, to the partners or members entitled to vote, shall be empowered to adopt, amend or repeal the bylaws. In any case, the power to adopt, amend, or repeal the bylaws may be conferred upon the board of directors or, in the case of nonstock corporations, upon the governing body by whichever name it bears in the certificate of incorporation. The fact that such power has been conferred upon the board of directors or upon the corresponding governing body, as the case may be, shall not divest or limit the stockholders or partners of the power to adopt, amend or repeal the bylaws.
(b) The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and the rights or powers of the corporation, its stockholders, directors, officers or employees.
History —Dec. 16, 2009, No. 164, § 1.08.