Chapter III. Bodies of the Association

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Last Updated on Tuesday, 08 March 2011 17:59

 

Article 9 – General Assembly back »

The General Assembly is the main body of the Association and it is incumbent upon it to define the general policy guidelines that the Association shall follow. Some of its main powers and functions are to:

  • Elect the Member institutions whose representatives shall form the Executive Committee;
  • Establish committees as referred to in Point 9 of Article 2 of these Bylaws;
  • Define and approve the Bylaws of the Association, and any amendments thereto;
  • Accept or reject applications from new institutions to become Members of the Association;
  • Authorize declarations on best practices resolutions and recommendations for the Association Members;
  • Decide on the definitive exclusion or temporary suspension of any Member, pursuant to the provisions of these Bylaws;
  • Appoint auditors; and
  • Approve the annual budget, including the investments to be made and their financing, the financial statements of the Association, and the amount of membership fees, ordinary and extraordinary as outlined in Article 18, payable by each Member, which, in any case, shall be the same for all. Notwithstanding the aforesaid, the General Assembly may empower the Executive Committee to accept reduced membership fees, within the parameters set by the same General Assembly.

Article 10 – General Assembly Meetings back »

The General Assembly, either ordinary or extraordinary, shall be called to meet at the Association's headquarters, unless it agrees to meet in any other location in Peru or abroad, for the purpose of alternating these meetings.

The General Assembly shall be called to meet by the President on behalf of the Executive Committee and pursuant to a notice which shall be sent to the Members at their addresses as registered with the Association, by electronic means (e-mail) or written notice, with thirty (30) days notice for Ordinary Meetings and fifteen (15) days notice for Extraordinary Meetings, indicating the place, date and time of the of first and second summons for the meeting, as well as the topics to be discussed.

A previous notice shall not be necessary and a General Assembly shall be considered to be duly called whenever all Members are in attendance or represented and they unanimously agree to hold the meeting and accept the topics which have been proposed for discussion, and this shall be expressly noted in the respective Minutes.

10.1 Ordinary Meetings back »

These meetings shall be held once a year, no later than one hundred and twenty (120) days after the closing of the fiscal year, which shall run from January 1 to December 31 of each year. The summons to such meetings shall be made by the Association's President and it must be accompanied by the balance sheet. The topics submitted for the General Assembly's consideration must be communicated to the Members at least thirty (30) days prior to the date indicated for the General Assembly. The documents and information related to a meeting shall be made available to the Members upon their request, once a meeting notice is issued.

10.2 Extraordinary Meetings back »

The General Assembly shall hold an Extraordinary meeting when ten per cent (10%) of its Members so request it through the President, who shall then proceed to summon it within fifteen (15) days after having received such request, specifying a date no later than two (2) months from the date of receipt of such request and establishing the place where such Extraordinary meeting is to be held.

Article 11 – Quorum for Meetings and Resolutions of the General Assembly back »

(Amended at the Association's General Assembly, March 30, 2006)

All Members of the Association shall have the right to one vote. Members may be represented in General Assemblies through another entity which is a Member of the Association, so it could act through its own attorneys at fact. The aforesaid may not occur more than once consecutively for the same institution. Representation must be conferred in writing for each General Assembly and a Member institution may not represent more that two (2) Members. The qualification of the powers of attorney shall be the responsibility of the Association's Chairman.

11.1 Constitution Quorum back »

Quorum shall be governed by the provisions of Article 87 of the Civil Code. To that effect, the General Assembly shall be construed to have been validly constituted, on first call, whenever more than one half of the Members are either present or duly represented therein.

In the event that there is no quorum on first call, the General Assembly shall be construed to have been validly constituted, on second call with the Members present or duly represented. The second call shall be made simultaneously with the first call, to hold the meeting within one hour from the failure to holding the meeting on first call.

11.2 Quorum for Resolutions back »

General Provisions

Decisions shall be adopted in open voting sessions, on first call, by more than one half of the members in attendance or validly represented. On second call, resolutions are passed with the vote of the associates in attendance, representing at least one tenth of the members in attendance.

Special Provisions

The General Assembly shall require, on first call, votes equivalent to three quarters (3/4) of the votes present or validly represented therein, to pass resolutions relative to the following matters:

• Exclusion of a Member of the Association, in accordance with cases prescribed in Point 8.2(2) of Article 8 above;

• Amendment to Bylaws;

• Approval of the annual budget, which includes the investments to be made, and their financing, the Association's financial statements and the amount of the membership fees; and

• Dissolution of the Association.

On second call, resolutions are passed with the vote of two thirds (2/3) of the associates in attendance or representing at least twenty-five percent (25%) of registered associates appearing as active in the Associates' Record Book.

Formalities for the Minutes

Resolutions shall be recorded in the Minute Book or on loose sheets certified in accordance with law. Whenever the Minutes are approved in the same General Assembly, they shall contain the said approval and they shall be signed at least by the President, the Secretary and the representative of a Member designated by the General Assembly from among the attendees. If the Minutes are not approved in the same Assembly, the Assembly shall designate two (2) Members from among the attendees, so that they, jointly with the President and the Secretary, will review, approve and sign them. Any Member in attendance may sign the Minutes.

It is hereby established that the President must advise in writing to all Members, concerning the decisions made by the la General Assembly, within a term of thirty (30) days from their occurrence.

Article 12 – The Executive Committee back »

(Amended at the Association's General Assembly, March 30, 2006)

The Association shall be directed by an Executive Committee comprised of a minimum of five (5) and a maximum of ten (10) member representatives of Member institutions, to be designated by the General Assembly.

First of all, the Assembly shall designate, by a majority of votes, the Association's members to have the right to appoint their respective representatives to form part of the Executive Committee; secondly, it shall designate the members of the Executive Committee in the persons of those designated by the said Members of the Association.

Those who have obtained the most number of votes shall be appointed, until the number of seats to be appointed has been reached.

In case of ties, new voting shall take place to only resolve on the missing seats.

The right to run for a seat in the Executive Committee shall be enjoyed by all institutions members of the Association, not withstanding the fact that the General Assembly, prior to the voting to appoint the Executive Committee members, shall resolve on the number of Executive Committee members to be appointed for the corresponding period.

The members will hold the seat for two (2) years, and they may be reappointed indefinitely. Even if its term has ended, the Executive Committee shall validly continue to operate until such time as its new members are appointed.

Each institution Member may designate one (1) sole representative to the Executive Committee. The Executive Committee shall appoint, in its first meeting, the persons to act as President, Vice-President, Secretary, Treasurer and Work Committee Coordinator.

The Member institutions appointed by the General Assembly as Executive Committee members, must appoint as their representatives to hold positions within the Committee, persons who are either members of the Board of Directors, Directors Council or Administrative Council, or who are Executives of their respective entities.

Member institutions shall be entitled to substitute, due to any circumstances, any persons designated to participate in the Executive Committee, and they preserve the right to designate the new representative to form part of the Executive Committee. The new representative shall be appointed by the Executive Committee to complete its term for the time remaining to complete two (2) years. Any new representative designated shall enjoy all the rights of a member of the Executive Committee, including without limitation to the right to vote in Executive Committee meetings.

Article 13 - Replacement and Removal back »

13.1 Replacement of Members of the Executive Committee back »

Members Not Holding a Position

If there is a replacement of a representative of the Executive Committee as outlined in the previous Article, the Executive Committee shall fill the vacancy by appointing as its new member the representative designated by the Member institution whose previous representative left the Committee.

Members Holding a Position

If there is a replacement of a representative of the Executive Committee who holds a position within the Executive Committee, the following procedure will be followed:

• The Executive Committee shall appoint as its new member the representative designated by the Member institution whose previous representative left the Committee; and

• Secondly, the Executive Committee shall hold an election to fill the vacant position, from among its members who intend to run for that position.

If a member of the Executive Committee, who already holds a position within such Committee, is elected for the vacant position, then the election process shall be repeated until all positions are filled.

Replacement of the President

If the President of the Association is to be replaced, the Vice-President shall assume the position of President and the Executive Committee shall proceed with an election for the position of Vice-President in the manner outlined in the previous paragraph.

13.2 Removal of the Members of the Executive Committee back »

Any member of the Executive Committee, including the President and the Vice-President of the Association, may be removed by the General Assembly by a two thirds (2/3) majority vote of those present or represented. In this situation, the same General Assembly shall designate the replacing institution, which in turn shall appoint its representatives, who shall hold such position until the end of the term for which the current Executive Committee was appointed. Removal may occur in any of the following circumstances:

• If the member of the Executive Committee commits or executes acts or actions that seriously affect or compromise the assets and/or the interests of the Association; and

• In case of clear negligence or abandonment of the duties inherent to his/her position, as well as those entrusted upon him/her by the Executive Committee itself.

In any event, it is hereby established that before there is a vote on the removal of any representative to the Executive Committee, he/she have the opportunity to defend himself/herself as he/she deems necessary. In this situation, a process shall be followed, as agreed upon by the current Executive Committee, and duly communicated to the Member institutions.

Article 14 - Meetings of the Executive Committee back »

(Amended at the Association's General Assembly, March 30, 2006)

The Executive Committee shall meet at least twice each year, once on the date and in the place where the General Assembly meeting is held, and again, at the place and date as may be decided by majority vote of the members of this Committee. The Executive Committee may meet in Peru or abroad.

14.1. Quorum and Voting back »

The Executive Committee shall be validly constituted with one half plus one of its members. Executive Committee members, if absent, could be represented by someone from their entity, without this person having the right to vote, and without being able to count for the purposes of determining a quorum for the meeting. Not withstanding the above, all representatives of the institutions members of the Association, shall have the right to attend the meetings of the Executive Committee, only with the right to speak.

14.2. President back »

Meetings of the Executive Committee shall be led by the President of the Association, and in case of his absence, by the person so subrogated in accordance with the order of priority set forth in Article 16, Point 1.

14.3. Notices and Universal Meetings back »

Executive Committee notices shall be issued by the President, via messages to be forwarded by electronic mail or written mail, sent to the address given to the Association by the Committee members, at least fifteen (15) days in advance, indicating the place, date and time of the meeting and the matters to be discussed.

The Executive Committee may validly meet without the need to issue prior notice whenever all of its members are present and this is evidenced in the respective Minute Book stating unanimous consent to hold the meeting without prior notice, to deal with any matters submitted by the Committee members for its consideration, with the meeting being able to be held immediately.

14.4. Minutes Formalities back »

Executive Committee resolutions must be evidenced in the Minute Book or on loose sheets certified in accordance with law.

The minutes of Executive Committee meetings must be necessarily signed by the Chairman, the Secretary and at least one (1 Executive Committee) member who has attended the meeting, except in the case of non-physical meetings, as stipulated in the following point. All Executive Committee members have the right to have the reasons for their votes documented in the minutes.

14.5. Non-physical Meetings back »

By resolution passed by the majority of Executive Committee members, non-physical meetings could be validly held through written, electronic or other means which would allow communication and guarantee the authenticity of the resolution, provided most of the Committee members have access thereto. Resolutions passed in such non-physical meetings must be confirmed in writing, in the understanding that the signing of the respective minutes detailing the meeting shall be considered sufficient confirmation, and this shall be signed by the Chairman of the Board of Directors or by a person designated by the Executive Committee to this effect.

Article 15: Executive Committee Resolutions back »

(Amended at the Association's General Assembly, March 30, 2006)

Provided there is a quorum for the meeting, decisions or resolutions of the Executive Committee shall be adopted by a majority of votes, and in the case of a tie, the vote of the person chairing the meeting will be the deciding vote.

It is hereby stipulated that the Executive Committee must advise in writing to all of the Association's members, of any and all decisions made, within a term of thirty (30) days from their occurrence

Article 16 – Responsibilities of the Executive Committee back »

The Executive Committee shall have, among others, the following responsibilities and powers:

• Appoint, from among its own members, the President, the Vice-President, Secretary, Treasurer and Coordinator of the Association's Working Committee, who, for all purposes, shall have the above order of precedence within the Association. Such appointments may also occur in the case of resignation, termination, removal, death, permanent disability or any other circumstance in which the respective Member institution replaces the originally designated person to carry out that role;

• Develop programs and policies toward achieving the Association's objectives;

• Work on the drafting and preparation of amendments or modifications to the present Bylaws;

• Propose to the General Assembly the best legal vehicle for the Association;

• Manage the budget approved by the General Assembly;

• Determine the Association's management priorities, including the definition of its organizational structure;

• Prepare reports, proposals and recommendations to be considered by the General Assembly;

• Establish the committees referred to in Point 9 of Article 2 above, name their coordinators and determine their functions and powers. The Working Committee shall be chaired by a member of the Executive Committee;

• Publish and submit to the General Assembly, proposals and recommendations for Member institutions for the efficient development, supervision and control of activities related to projects of a technical nature;

• Grant special powers and mandates to third parties to carry out special assignments, including the approval of an internal empowerment process;

• Issue appropriate press releases, for distribution to all Members. In terms of official publications in the name of the Association, it is necessary to first obtain unanimous approval by the Executive Committee members;

• Summon General Assemblies;

• Monitor and update the Association's web site as required;

• Approve the applications by Member institutions for payment of a reduced membership fee, within the parameters set by the General Assembly; and

Approve the execution of all acts and contracts, as per the powers granted pursuant to Article 3 of these Bylaws, and designate a person to represent the Association in the execution of such acts and contracts.

Article 17 – Powers of the President and the Vice-President and Other Members of the Executive Committee back »

The Persons who are appointed as President or Vice-President of the Association shall belong to a Member institution from a country within the American continent.

The President and Vice-President will serve a two (2) year term of office and they may be reelected by the Executive Committee for another term, unless one of the circumstances set forth in Point 1 of the preceding Article regarding the replacement of a Member occurs.

The President shall represent the Association before all kinds of authorities, whether civil, political, administrative or judicial and, in general, before any natural or legal person, whether domestic or foreign, private or public, with broad general powers of representation, as provided by the Peruvian legislation and, particularly, those powers listed under Articles 73, 74 and 75 of the Civil Code of Procedure, pursuant to the powers and authority bestowed by these Bylaws, and the resolutions adopted by the General Assembly.

The Vice-President shall have the power and authority bestowed upon him/her by the General Assembly and shall also assume such responsibilities as they might be delegated by the President. He/she will substitute the President in case of resignation, removal, death, absence, and temporary or permanent disability of the President. Where appropriate, the Vice-President shall assume the Presidency until the completion of the period for which the outgoing President was elected, with the possibility of being reelected for the term immediately following. The Vice-President shall carry out the functions of the President with the same powers as the latter, in the case of absence, disability or vacancy by the latter. The active participation of the Vice President shall lead to the assumption of the impediment, absence or vacancy of the President.

The Treasurer shall be the person responsible for keeping the Association's accounts and financial statements. The Secretary shall be responsible for preparing and keeping the Association's books , in accordance with the law. The Working Committee Coordinator shall be the person in charge of planning and coordinating the work assigned by the Executive Committee. In addition, these positions shall have the functions and powers assigned to them by the Executive Committee.