P.R. Laws tit. 21, § 1096c
The powers and duties of the Corporation shall be exercised by a Board of Directors to be known as the Board of Directors of the Corporation for the Revitalization of the urban centers and shall be constituted and governed in the manner provided below:
(a) Composition of the Board.— The Board shall be constituted by seven (7) members, of which three (3) shall be from the public sector and two (2) from the private sector and two (2) majors, one from the Association and the other from the Federation. The members from the public sector shall be the Secretary of Housing or his/her delegate, the Executive Director of the Housing Financing Authority, or his/her delegate, and a representative of the public sector experienced in the areas of real estate, architecture, planning or urban affairs, appointed by the Governor of Puerto Rico with the advice and consent of the Senate. The two (2) members from the private sector must be residents of Puerto Rico experienced in the areas of planning, construction and financing, and shall be appointed by the Governor of Puerto Rico with the advice and consent of the Senate.
(b) Term of office.— The members of the Board from the private sector shall serve terms of four (4) years, as of the date of the confirmation of their appointment. Any vacancy created by the resignation, death, disability or removal of a member of the Board shall be covered by a successor member appointed by the Governor of Puerto Rico with the advice and consent of the Senate, and shall serve for the remainder of said term.
(c) Remuneration.— No member of the Board shall receive any remuneration whatsoever for his/her services. The members of the Board, with the exception of those officers of the Commonwealth of Puerto Rico, shall receive per diems for each meeting of the Board they attend, as determined by regulations according to the applicable laws.
(d) Quorum and voting.— Three (3) members of the Board shall constitute quorum for the purpose of conducting any Board meeting. All actions of the Board must be approved by the affirmative vote of at least three (3) members, which shall constitute a majority of the Board. Provided, however, that in case three (3) or more members of the Board have any conflict of interests regarding a particular subject or matter, pursuant to the provisions of subsection (g) of this section, the Corporation shall not be authorized to participate in said subject or matter.
(e) Executive Director.— The Board shall appoint an Executive Director who shall serve as chief executive officer of the Corporation. The Executive Director shall be in charge of executing the duties and powers conferred by the Board for the general administration of the Corporation. The Executive Director shall furthermore perform the duties and have the responsibilities, faculties, powers and authority delegated by the Board. Likewise, he/she shall exercise supervision over all officers, employees and agents of the Corporation and exercise all those powers and duties the Board may assign.
(f) Liability of members.— The members of the Board shall not be personally liable for any obligation of the Corporation and the rights of the creditors of the Corporation shall only be exercised against the Corporation. In cases of civil actions against members of the Corporation regarding matters related to the exercise of their duties, the members may avail themselves of the benefits established in Act No. 9 of November 26, 1975, as amended.
(g) Conflict of interest.— No member of the Board with any personal or financial interests (as said terms are defined below) may participate in a decision or have access to any information related to the matter or matters on which he/she has said interests. For the purposes of this subsection, the term “financial interest” shall mean the direct or indirect ownership, be it legal or in equity, by an individual or a member of his/her family unit (as defined below): of (1) at least a 10% interest in the stock issued by a corporation; (2) at least a 10% interest in any other entity; or (3) ownership of enough stock or shares in an entity which grants said person actual control over the decisions of said entity, in every case in which the corporation or entity has a financial interest related to the matter object of the decision. The term “personal interest” shall mean any personal, family or business relation that might be interpreted as affecting the objectivity of a member of the Board. The term “family unit” shall mean the spouse of a person, his/her children, dependants or those persons who share his/her legal residence or whose financial affairs are under de jure or de facto control of said person. The Corporation may issue all rules, regulations or circular letters it may deem necessary to implement the provisions of this subsection.
History —Aug. 11, 2004, No. 209, § 2.01.