Chapter III. Bodies of the Association

 

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 and expenses 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 »

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. Representation must be conferred in writing for each General Assembly and a Member institution may not represent more than 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.

Notwithstanding the provisions of the preceding paragraph, the election of the Executive Committee shall be held by secret ballot.

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;

• 3.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 Chairman, 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 Chairman and the Secretary, will review, approve and sign them. Any Member in attendance may sign the Minutes.

It is hereby established that the Chairman 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 on Associate´s General Assembly, April 18, 2013)

12.1 Election of Executive Committee Members: back »

The Association shall be directed by an Executive Committee comprised of a minimum of five (5) and a maximum of nine (09) members representative of Member institutions, to be designated by the General Assembly.

All Member Institutions of the  Association shall be entitled to apply as a Executive Committee Member.

Prior to the election of executive committee members, the General Assembly shall resolve about the number of executive committee members to be elected for the corresponding period.

Subsequently, the General Assembly shall elect the Member institutions to serve on the Executive Committee.

Those institutions that obtain the highest number of votes shall be announced, until completing the number of seats to be elected.

In case of ties, a new election must be held to resolve only the remaining seats.

Each Member Institution of the Association may designate one (01) single representative on the Executive Committee.

Member institutions elected to the Executive Committee will designate a natural person to represent them, who shall hold office as members of the Executive Committee representing the preceding.

12.2 Election of the Chairman, Vice-Chairman and Treasurer: back »

General Assembly shall elect the Chairman from among the Executive Committee Members with the vote of the majority of the Members present at the meeting.

In case of ties, a new election must be held with the two candidates most voted, being elected Chairman with a vote of the majority of the Members present at the meeting.

The Executive Committee at its first meeting elect the Vice-Chairman and the Treasurer.

The persons who are elected to hold the positions of Chairman and Vice- Chairman of the Association must belong to an Institution Member corresponding to a country located in the American continent.

12.3 Vacancy of the Executive Committee Members: back »

The position of the Executive Committee member ceases due to the following reasons:

a) By accepted written resignation 

b) Loss of membership of ACSDA, for failing the requirements to be membership.

c) With the 2/3-majority vote of Executive Committee Members, when they consider that the member does not carrying out their duty

In case of vacancy, Executive Committee shall elect with a vote of the majority of the members, the Member Institution to cover the vacancy. Then, they shall elect the representative of the Institution Member that has been designated by the Institution.

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 Chairman
(Amended by General Assembly on April 18, 2013)

In case of direct substitution of the Chairman of the Association, the Vice-Chairman shall take over as Chairman for the remaining period until the Association elects the new Executive Committee Members.

After the substitution the Executive Committee shall proceed to hold an election for the position of Vice-Chairman in the manner indicated in the preceding section. In the latter case, the period to be exercised by the Vice-Chairman shall not count as an elected term.


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 him/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 »

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. Chairman back »

Meetings of the Executive Committee shall be led by the Chairman 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 Chairman, 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, excpet 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 on Associate´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 »
(Amended by General Assembly on April 18, 2013)

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

• Choose from among its own members, the Vice-Chairman and Treasurer.  This designation may also be carried out in the event of resignation, termination, removal, death, permanent disability or any other circumstance in which, the Member institution would have replaced the person originally designated to hold the position;

• Comply with and ensure compliance with the Bylaws and the General Assembly resolutions;

• Lead, manage, review, control and supervise the Association’s activities, resolving and directing the acts and operations leading to the realization of the Association’s objectives;

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

• To Approve the Annual Budget and Dues recommendation to be presented to the General Assembly ;

• Decide on the priorities aspects of the Association’s administration, including the definition of its organizational structure;

• Prepare reports, proposals and recommendations for the consideration of the General Assembly;

• Establish the committees referred to in Point 9 of Article 2 above, appoint its coordinators and determine their duties and powers. In addition, establish mechanisms to perform the relevant monitoring of the work of each committee created;

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

• Grant and delegate powers to third parties to perform specific tasks, also being empowered to adopt internal rules of powers;

• Publish any relevant press releases, which will be distributed to all Members. In the case of official publications which are made on behalf of the Association, it shall require the unanimous approval of the Executive Committee’s members;

• Organize General Assemblies;

• Supervise and perform the necessary updates to the Association’s website;

• Approve any requests for reduction of fees to be paid by member institutions within the range defined by the General Assembly.

• Approve the entering into all types of acts and contracts, in accordance with the powers conferred by Article 3 of these Bylaws, designating the persons who will represent the Association in the signing and execution of such acts and contracts.

• Establish general policies regarding the Association’s economic and administrative affairs, as well as programs aimed at achieving and meeting the Association’s objectives.

• Prepare a communication strategy to maintain effective rapport with member institutions.

• Approve requests from member institutions for the payment of a reduced fee, within the parameters set by the General Assembly.

• Approve wording of the Association’s Work Plan, the Chairman’s Annual Report, the financial statements and related audit report, which shall be submitted to the General Assembly.

• Any other matters which, under current regulations, will call for involvement as well as those where the General Assembly’s involvement is not required.

Article 17 – Powers and duties of the Chairman, Vice-Chairman and other members of the Executive Committee back »
(Amended by General Assembly on April 18, 2013)

17.1 The Chairman back »

The Chairman shall enjoy the following powers and duties.

1. Lead the Association in the pursuit of its objectives;

2. Represent the Association before any type of public or private authorities, whether civil, political, administrative or judicial; and in general, any individual or legal entities, domestic or foreign, public or private, with the general powers of representation set forth in Peruvian law, and in particular, those referred to in Articles 73, 74 and 75 of the Peruvian Civil Code of Procedure, in accordance with the duties and powers conferred by these Bylaws and General Assembly resolutions;

3. Organize meetings of the Executive Committee;

4. Establish an annual schedule of meetings of the Executive Committee; 

5. Chair meetings of the Executive Committee and of the General Assembly;

6. Direct the work of the Executive Committee to oversee the implementation of any policy adopted by the Association;

7. Propose the general policies to be convenient for the proper running of the Association; 

8. Jointly with members of the Executive Committee, prepare the Agenda of the Ordinary and Extraordinary General Assembly;

9. Jointly with the Treasurer, authorize certain expenses, with regard to the daily running of the Association;

10. Direct the preparation of the strategic plan, in conjunction with the Executive Committee;

11. Establish an annual program to increase sustainability and the strategy of communication between the Association and its members and stakeholders;

12. Prepare an annual report on governance issues within the Association;

13. Exercise other powers granted to the Executive Committee by special powers of attorney.

17.2 The Vice-Chairman back »

Its duties are:

1. The Vice-Chairman shall exercise the duties of the Chairman, with the same powers as the Chairman, in the event of absence, incapacity or vacancy of the position. The fact that the Vice-Chairman acts, shall presume the Chairman’s impediment, absence or vacancy.

2. Will work in specific areas as agreed with the Chairman and Executive Committee.

17.3 The Treasurer back »

The Treasurer is responsible for keeping the accounts and balances of the Association. His duties are:

  1. Prepare the Association’s annual budget.
  2. Oversee, the preparation of year-end financial statements, coordinate with the independent auditors, and present them to the General Assembly, along with the Chairman, for approval
  3. Recommend to the Executive Committee the amount of ordinary and extraordinary member fees.
  4. Together with the Chairman, authorize expenses related to the daily running of the Association.

Oversee the preparation of monthly financial statements and report on the Association’s financial status to the Executive Committee as of the end of each month.