(a) The special corporation organized under this chapter shall not be authorized to issue common stock nor any other voting stock, except the membership certificate, but may issue all other types of stocks and bonds authorized by this chapter.\n(b) The membership certificates, all types of stock, corporate bonds, and any instrument that represents any interest in the special corporation shall be nominative.\n(c) The first bylaws of the corporation may be approved by the incorporators.\nThe power to subsequently approve, modify or repeal the bylaws shall rest solely on the members. However, with the exception of the power to approve the procedure to admit and remove members, said members of the corporation may delegate said power on the board of directors under the terms and conditions approved in a resolution to such effects. Said delegation may be rendered ineffective at any time by the members in a regular or special assembly or with the consent of the members stated as provided in § 3657 of this title.\n(d) The certificate of incorporation may be amended using the procedure provided in Chapter 227 of this subtitle, subject to that established by § 3881 of this title; Provided, § 3657 of this title.\n(d) The certificate of incorporation may be amended using the procedure provided in Chapter 227 of this subtitle, subject to that established by § 3881 of this title; Provided, That the certificate of incorporation may not be amended to convert an employee-owned corporation into another corporation such as the ones permitted by the other sections of this subtitle. The holders of stock issued by the corporation shall be entitled to vote to amend the certificate of incorporation only when the circumstances in which they are entitled to vote under the provisions of § 3682 of this title concur.\nHistory —Dec. 16, 2009, No. 164, § 16.04.
Puerto Rico Legal Code