If your cooperative’s assembly lacks quorum

It is the rule deciding what happens when a members’ assembly does not reach the quorum the law requires. Act 165-2025, passed from Senate Bill 354 and certified on 18 November 2025, amended Article 11.4 of Act 239-2004 with a narrow, concrete purpose: to establish a new thirty-minute waiting period for a second convocation on failure of quorum, and to clarify the quorum needed to hold the assembly at that second convocation.

It applies to diverse-type cooperatives, those governed by Act 239-2004: worker, consumer, housing, user and mixed cooperatives, engaged in services or production. Savings and credit cooperatives run under another law, Act 255-2002, and for them the cut to thirty minutes had already been made by Act 65-2024, as this Act’s own statement of motives explains.

• That the first and second convocations were expressly stated in the written notices sent to members or delegates.Verified against the official source
• That the notice expressly state that at the second convocation those present constitute quorum, excluding members not current in their obligations to the cooperative as of the date of sending.Verified against the official source
• That at least thirty (30) minutes have passed since the first convocation.Verified against the official source

• The written notice of convocation, which is what must expressly state both convocations and the second one’s quorum rule.

1. 1

   Step 1: Thirty minutes, not an hour

   The amended text of Article 11.4 says it twice, in case of doubt: the second convocation "shall never be earlier than thirty (30) minutes after the first convocation", and "shall never be in a waiting period of less than thirty (30) minutes from the first convocation". Before this Act, in Act 239-2004 cooperatives the wait was an hour.

2. 2

   Step 2: Who makes quorum at the second

   Those present. The article puts it thus: where at a first convocation the required quorum cannot be achieved, a second convocation shall be issued for the assembly, at which the members or delegates present shall constitute quorum. With one important exclusion appearing in the same provision: members not current in their obligations to the cooperative as of the date the notice was sent are left out.

3. 3

   Step 3: And the number need not be kept up

   This part solves a real practical problem: people leave. The article provides that once this special quorum is constituted, it shall not be required that the same number of members be maintained during the assembly. That is, with quorum constituted at the second convocation, the assembly remains valid even if the room empties.

4. 4

   Step 4: The condition that can undo it all

   All of the above holds "provided the first and second convocations were expressly stated in the written notices sent to members or delegates", and with an express indication that at the second convocation those present constitute quorum, excluding members not current. If the written notice does not state both times or explain the special-quorum rule, the second convocation does not rest on this article. It is the detail worth checking before the assembly, not after.

5. 5

   Step 5: Why it was changed

   The statement of motives explains it plainly. In 2024, Act 65-2024 had already cut that wait in the savings and credit cooperatives of Act 255-2002, because the time between convocations was found very harmful and burdensome for thousands of members already in old age, and for others who for lack of time or interest leave rather than wait that long — to the detriment of the cooperative itself and of the cooperative movement’s principle of democratic participation and inclusion. Diverse-type cooperatives, governed by Act 239-2004, were still on the full hour. This Act levels them.

6. 6

   Step 6: The exception we could not read

   And we say so because it matters. The amended article closes with a separate paragraph for assemblies called by housing cooperatives to decree the cooperative’s voluntary dissolution under Chapter 30 of that Act. In the text we read, that sentence is cut off: it ends at "…contained in Chapter 30 of this Act, a." and goes no further. So we know the voluntary dissolution of a housing cooperative gets different treatment, but not what treatment. If your assembly is of that kind, this guide does not serve you on that point and you need the compiled text or COSSEC.

There is no filing: the rule is applied by the cooperative itself when calling and opening the assembly. COSSEC is the cooperative system’s regulator and supervisor and publishes the Act’s text; its Legal Affairs Area gives guidance on interpreting Act 239-2004.

• Still waiting an hour in an Act 239-2004 cooperative: since Act 165-2025 it is thirty minutes.
• Calling the assembly without expressly stating both convocations in the written notice, which is the condition the Act imposes.
• Leaving out of the notice the warning that at the second convocation those present constitute quorum.
• Suspending the assembly because people left: once the special quorum is constituted, the same number of members need not be maintained.
• Counting toward that quorum members not current in their obligations as of the date the notice was sent.
• Applying this rule to a housing-cooperative assembly called to decree voluntary dissolution, which the Act treats separately.

These are the government pages this guide is based on.

• Corporación Pública para la Supervisión y Seguro de Cooperativas de Ahorro y Crédito (COSSEC)

  COSSEC

  docs.pr.gov

• COSSEC — Diverse-Type Cooperatives

  cossec

  www.cossec.pr.gov