EX-3.(I) 3 g77580exv3wxiy.txt ARTICLES OF INCORPORATION EXHIBIT 3(i) ARTICLES OF INCORPORATION OF Triple-S Management Corporation FIRST: The name of this corporation is TRIPLE-S MANAGEMENT CORPORATION. SECOND: The physical address of the designated office of the Corporation is 1141 F.D. Roosevelt Avenue, Caparra, Puerto Rico. THIRD: The name of the Corporation's registered agent will be the Corporation itself, Triple-S Management Corporation. FOURTH: The nature of the business and the object and purposes proposed to be transacted, promoted and carried on for pecuniary profit, in the same manner as done by any natural person in any part of the world, is as follows: A. The Corporation shall be the stock holding company for the entities engaged in the business of insurance, businesses related to insurance, and other types of business firms and other activities. B. The Corporation will hold the following powers: 1. Acquire through purchase, barter or in any other way real or personal property of any kind, necessary or convenient in achieving the purposes of the Corporation, to the extent permitted by law. 2. Possess as owner, undersign, purchase or in another way acquire or sell, transfer, pledge, exchange, or in any other way dispose of the total or any part of the capital stock, bonds, or any other obligations issued or created by any person, association, society, firm, syndicate, -1- corporation, government or governmental subdivision, public or gubernatorial authorities, or other entities, and, while the owner of the same, exercise all rights, powers, and privileges of an owner. 3. Formulate, promote or undertake, or participate in the organization, operation, reorganization, consolidation, fusion or liquidation of corporations, associations, firms or other business units, foreign or domestic; and subscribe, acquire, invest in, have or make use of its securities or obligations. 4. Issue capital stock of any nature or class, in any amount; issue capital stock, bonds or other obligations of any nature or class in exchange for cash, real or personal property, for personal services rendered to the Corporation, or in exchange for leases, franchises, rights, privileges, other stocks, bonds and obligations from any other corporation, person or firm or for any other property which this Corporation is authorized to possess. 5. Acquire the surplus value, rights, property and assets, tangible or intangible, of any person, firm, association, or corporation assuming its obligations, paying for the same, be it in cash, in stocks, in bonds, or by assuming the total or a part of the obligations of the cessor; retain or in any way make use of the total or any part of the property acquired in this way, manage in any legal way the total or any part of any business acquired in this way and exercise all the powers necessary and convenient in and for the management of said business. -2- 6. Lend funds, offer advanced payments and extend credit to any other corporation, firm, association or person, under the guarantees deemed convenient by the Board of Directors, and, to the extent permitted by law, guarantee the payment and conformance of any other corporation, firm, association or person of any financial or contractual obligation, or the payment of dividends by any other corporation. 7. Incur in monetary loans for any corporate purpose, and without limits to the amount, liberate, make, accept, endorse, guarantee, execute, and issue promissory notes, drafts, letters of exchange, bonds, and other negotiable and transferable evidence of debt, be they guaranteed by mortgage, security, or in another way, and guarantee payment of any of the same through securities, mortgage or another method of guarantee over the whole or part of the corporation's property, to the extent permitted by law. 8. Purchase or in another way acquire, have, barter, reissue, sell and transfer the capital stock to the extent permitted by law. Subject to: the exceptions stated here and conditioned by its funds or property not being used to purchase its own stock when said purchase could result in diminishing its capital, and subject also to the condition that the capital stock it possesses will not have the right to vote or to receive dividends. 9. To have one or more offices in or outside the Commonwealth of Puerto Rico. -3- 10. To do all the activities required or proper in order to qualify and engage in business according to the laws of any state in the United States of America, its territories, districts or possessions, or any foreign country. 11. To do any other act or thing and undertake any other business which is incidental to, convenient, expedient, necessary or legal in fulfilling any and all purposes and objectives specified here, with no restrictions as to place or amount; and to do any and all things provided here with the same reach and extension as could be done by natural persons within the law. The clauses above shall be interpreted as powers, objectives and purposes, and the statements expressed in each clause will not be limited by reference or inference because of the contents of any other clause, unless stated to the contrary here, and the same shall be considered separate objects. FIFTH: The Corporation's authorized capital will be FIVE HUNDRED THOUSAND DOLLARS ($500,000) divided in TWELVE THOUSAND FIVE HUNDRED (12,500) common stocks with a FORTY DOLLAR ($40) par value. SIXTH: Only physicians and dentists may be shareholders in the Corporation. No person may own more than 21 voting shares, nor 5% or more of the Corporation's voting shares issued and in circulation. However, organizations such as hospitals, laboratories, and the College of Dental Surgeons of Puerto Rico, who had originally acquired shares of Triple-S, Inc., can convert them into shares of this Corporation. These -4- are: College of Dental Surgeons of Puerto Rico, Bella Vista Hospital, Menonite Hospital, and the Central Urological Society. SEVENTH: At every Assembly, each shareholder shall be entitled to one (1) vote per share of capital stock registered in his/her name in the books of the Corporation. Accumulated votes as discussed in the Puerto Rico General Corporations Law or any other law, regulation or provision are expressly prohibited. EIGHTH: The Corporation will have the right of first refusal in the event of a sale, donation or other transfer or cession of the shares of the Corporation. Any shareholder who wishes to sell, donate, or in any other way transfer or cede his shares, must first offer his/her shares to the Corporation in writing. The Corporation may then purchase said shares from the shareholder for the same price he/she paid for them. However, in the event that said shares were donated or inherited through a will, or in any other way, to a person who is 1) a descendant of the stockholder and 2) a physician or a dentist, then said person has the right to hold up to a maximum 21 shares. NINTH: The Board of Directors of the Corporation may not authorize the sale of any shares from its subsidiary, Triple-S, Inc., without prior approval of three fourths (3/4) of the members of the Board of Directors of a resolution to that effect. If said resolution is approved, it will be submitted to the shareholders in the Corporation for their consideration during a Special Assembly convened for this purpose. The resolution to recommend the sale of Triple-S, Inc. shares must be approved by a vote in favor from two thirds (2/3) of the Corporation's voting shares issued in the special assembly. Share of Triple-S, Inc. may not be sold unless these requirements have been met. TENTH: The names and addresses of each of the Incorporators are as follows: -5- 1. Dr. Crispulo Rivera-Ofray 2. Dr. Angel W. Hernandez-Colon 3. Dr. Carlos Montalvo 4. Dr. Francisco Somoza 5. Ms. Carole Acosta 6. Jose Juan Teruel-Vicens, CPA 7. Juan M. Diaz-Morales, Eng. 8. Dr. Jaime Velasco 9. Mr. Miguel A. Vazquez-Deynes 10. Dr. Luis R. Ruiz-Rivera 11. Dr. Belisario Matta 12. Esteban Rodriguez-Maduro, Esq. 13. Sonia Gomez de Torres, CPA 14. Juan Jose Leon-Soto, Esq. 15. Isidro J. Ferrer, Eng. 16. Dr. Gerardo Martorell 17. Dr. Emigdio Buonomo 18. Mr. Augusto Amato 19. Vacant* * There currently exists a vacancy due to the recent death of one of its directors. The Incorporators' physical and postal address is as follows: 1441 F.D. Roosevelt Ave., San Juan, Puerto Rico 00920 Box 363628, San Juan, Puerto Rico 00936-3628 -6- ELEVENTH: A. The powers in this Corporation are to be exercised by the 19 members of the Board of Directors. B. The Board of Directors is divided into three groups, plus the President of the Corporation. The first is made up of five (5) directors, the second group is composed of six (6) directors, and the third group is made up of seven (7) directors. The terms of the groups will be placed at intervals, therefore, the term of the first group of directors will end in the Shareholder's Annual Assembly in the year 2005; the term of the second group of directors will end in the Shareholder's Annual Assembly in the year 2006 and the term of the third group of directors will end in the Shareholder's Annual Assembly in the year 2007. C. The term each group member, subsequently elected at the Shareholder's Annual Assemblies, will occupy at his elected hold office will be three (3) years. Every director will continue with his duties until his successor is duly elected and in possession of his office. No Director, except the Corporation's President, while fulfilling his duties, may be elected for more than three (3) terms or serve for more than nine (9) years. The President of the Corporation, who is also a member of the Board of Directors, is excluded from the before mentioned groups. d. In order to achieve uniformity in the composition of the number of directors for each group, as stated herein, in April 2001 a director will be elected for one year's term only, from April 2001 to April 2002. With the -7- sole purpose of following the group intervals, the requirement of three (3) terms or nine (9) years may be obviated in order for a person to serve this single one-year term. In the case of the first members of the Board of Directors, the time computation will take into account the period in which the director fulfilled his duties in Triple-S, Inc. until the fusion with Triple-S Health. D. The first Board of Directors is composed of the following individuals, who will occupy their offices until the date stated here: 1. Dr. Crispulo Rivera-Ofray Chairman 2. Dr. Angel W. Hernandez-Colon Vice-Chairman 3. Dr. Carlos Montalvo Secretary 4. Dr. Francisco Somoza Assistant-Secretary 5. Ms. Carole Acosta Treasurer 6. Jose Juan Teruel-Vicens, CPA Assistant-Treasurer 7. Juan M. Diaz-Morales, Eng. 8. Dr. Jaime Velasco 9. Mr. Miguel A. Vazquez-Deynes -8- 10. Dr. Luis R. Ruiz-Rivera 11. Dr. Belisario Matta 12. Atty. Esteban Rodriguez-Maduro 13. Sonia Gomez de Torres, CPA 14. Juan Jose Leon Soto, Esq. 15. Isidro J. Ferrer, Eng. 16. Dr. Gerardo Martorell 17. Dr. Emigdio Buonomo 18. Mr. Augusto Amato 19. Vacant* * There is currently a vacant spot due to the recent death of a director. TWELFTH: The Corporation will exist in perpetuity. THIRTEENTH: A. To amend these Articles of Incorporation, an affirmative vote of no less than 2/3 of the voting shares issued and in circulation, except that in Article FIFTH, which establishes the authorized capital of the Corporation, may be amended through an affirmative vote by a majority of the Corporation's voting shares issued and in circulation, and the Articles SIXTH, SEVENTH AND ELEVENTH, Item "B", can only be amended through an affirmative vote of -9- three fourths (3/4) of the Corporation's voting shares issued and in circulation. Despite what is stated in Chapter 9 (Sales of Assets; Dissolution) and Chapter 10 (Fusion or Consolidation) of the General Corporations Law of 1995, as amended, the approval of the transactions provided for therein shall be done through an affirmative vote of two thirds (2/3) of the Corporation's voting shares issued and in circulation. Registered: October 9, 1996 Reviewed: December 7, 1998 -10-