Statutes
(As amended by the XXIII General Assembly on 11 May 2011, in Lima, Peru)
Article 1. Name, Life and Domicile
The name of the Association is PANAMERICAN SURETY ASSOCIATION. It has been formed for an indefinite period of time, and its dissolution may only be resolved by the Assembly.
Panamerican Surety Association is an Association in the sense of Article 60 et seq. of the Swiss Civil Code. It has its seat in Zurich.
Article 2. Purpose
The purpose of the Association shall be:
a) To promote technical cooperation and business relationships among its members and foster the free discussion of issues of common interest.
b) To analyze in depth the technical principles which should govern the underwriting of surety bonds, guarantees and credit insurance risks, and promote compliance therewith and application thereof.
c) In general, to promote all and any activities which may be convenient or necessary for the advancement of private enterprise in the underwriting of this kind of cover.
d) To gather and process statistical data related to the activities of its members.
e) To ensure communication and cooperation with such public and private entities and agencies, both national and international, as have a direct or indirect relationship with the suretyship and credit insurance businesses.
f) To engage in educational and promotional action in connection with the business activities of its members.
g) To recommend arbitrators when so requested and by decision of the Executive Committee.
Article 3. Members
The Association shall be composed of:
a) Active Members.
b) Associate Members.
Article 4. Active Members
The following may be Active Members:
a) Private companies whose sole or main corporate object is surety bond, guarantee and/or credit insurance business, or which, having general insurance as their corporate purpose, also operate in surety bonds, guarantees and/or credit insurance through a specialized department.
b) Private reinsurance companies.
c) (Majority) government-owned companies active in business areas as described under a) and/or b), if such business is performed in accordance with private market standards.
Article 5. Associate Members
The following may be Associate Members:
Companies, entities or bodies with a majority state participation in their capital and/or management, whose sole or main corporate object is surety bond, guarantee, credit insurance, surety bond or guarantee reinsurance and/or credit reinsurance business, or which, having general insurance and/or reinsurance as their corporate object, also operate in surety bonds, guarantees, credit insurance, surety bond or guarantee reinsurance and/or credit reinsurance through a specialized department and which do not fall under Article 4 c) above.
Article 6. Requirements for Active Membership
Requirements for a company to become an Active Member:
a) To be duly authorized in the country where its corporate domicile is situated to operate in surety bonds, guarantees, credit insurance, surety or guarantee reinsurance or credit reinsurance, and to have operated in these markets for a minimum of three years.
The Executive Committee may resolve that a company which does not meet the said minimum term requirement be admitted as an Active Member.
b) To be introduced by two Active Members and to be accepted by secret vote of 2/3 of the Executive Committee members present. A company applying for admission as an Active Member under Article 4 c) must in addition be introduced also by all existing Active Members in the country where it has registered its corporate domicile.
c) Not to be a firm composed of an affiliation of companies created for the purpose of underwriting direct insurance, surety bonds, guarantees or credit insurance in other countries, or for the purpose of reinsuring its own members only.
Article 7. Requirements for Associate Membership
Requirements for a company to become an Associate Member:
a) To fulfill the same requirements as set forth for Active Members.
b) To be introduced to the Association by a majority of the Active Members of the country where the applicant has registered its corporate domicile, and to be admitted by secret vote of 2/3 of the Executive Committee members present. The Executive Committee shall not admit Associate Members where their number is greater than half the number of Active Members registered in the country of the applicant. Notwithstanding the aforegoing, a governmental entity which provides services in the credit insurance or surety market and which by law may do business only in its own country, may be admitted as an Associate Member if it is introduced by ten Active Members and its admission is approved by secret vote of 2/3 of the Executive Committee members present.
c) The Executive Committee may resolve that membership of an Associate Member be revoked when there is evidence that its conduct fails to conform to the provisions of Article 2, item c) of these Statutes.
Article 8. Duties of Members
Members shall have the following duties:
a) To accept and abide by the Statutes.
b) To exhibit irreproachable professional and business conduct at all times.
c) Not to fall into arrears with any payments due the Association.
Article 9. Bodies of the Association
The bodies of the Association shall be:
a) The Assembly, as defined in Article 10
b) The Executive Committee, as defined in Article 13.
c) The Executive Office, as defined in Article 20.
d) The Permanent or Special Committees, as defined in Article 21 et seq.
Article 10. The Assembly
The Assembly is the highest authority and the deliberative and legislative body of the Association. It shall convene annually and also when summoned either by the Executive Committee or by 75% of the Active Members.
Article 11. Procedures of the Assembly
Quorum, votes and organization of the Assembly:
a) The Assembly shall validly hold session with the presence, in person or by proxy, of more than 1/3 of the Active Members of the Association. Should such a quorum not be reached, the Assembly shall validly hold session thirty minutes after the time set for the meeting, provided that the number of Active Members present, either in person or by proxy, exceeds 10% of the registered Active Members, unless the business to be transacted concerns those matters provided under Article 12, items e) and f).
b) Each Active Member shall have the right to one vote.
c) An Active Member may be represented at an Assembly by another Active Member. However, no Active Member may represent an Active Member from another country.
d) Each Associate Member shall have voting rights except with respect to those matters under Article 12, items e) and f). The presence of Associate Members shall not be taken into account for the purpose of constituting a quorum; such Members will have the right to participate in all discussions and to form part of the Committees, but they may not preside over said Committees, or be elected members of the Executive Committee, or fill executive positions of any kind.
e) Resolutions shall be passed by a simple majority vote of Members present either in person or by proxy, with the exception of decisions taken upon matters provided under Article 12, item f), which shall require a majority of 3/4 of registered Active Members.
f) The President of the Association shall preside over the Assembly and the Executive Director shall act as Secretary thereof.
g) The discussions and agreements of the Assembly shall be put on record in a book of minutes of meetings. The registration method shall ensure the faithfulness of the minutes. The minutes of meeting shall be signed by the acting president and secretary of the Assembly, together with three representatives of Active Members appointed therein. The minutes shall be deemed approved on the date they are signed and all agreements approved may be carried out as from that date.
Article 12. Powers of the Assembly
The Assembly shall have the following exclusive powers:
a) Set the guidelines for the Association; to this effect, it may establish, modify or repeal general or special rules and regulations.
b) To appoint and remove the Active Members sitting on the Executive Committee of the Association.
c) To give instructions to the Executive Committee, examine its action, set the closing date of the fiscal year, and approve its Annual Report, Inventory, Balance Sheet and other Financial Statements.
d) To establish the place where the following Assembly shall meet.
e) To amend the Statutes.
f) To decide, upon a majority vote of 3/4 of registered Active Members, that the Association be suspended, or dissolved and liquidated.
g) In general, to decide on any issue submitted to it by the Executive Committee in the notice summoning the meeting.
Article 13. The Executive Committee
The Executive Committee shall be in charge of the management and representation of the Association. It shall meet at least once a year, or whenever the President or the majority of its members deem it necessary. A quorum shall be made by simple majority, and resolutions shall be passed by 2/3 of votes present. The Executive Committee shall be exclusively composed of Active Members. If a simple majority as set forth above is not reached, the Committee may validly sit with the presence of 1/3 of its members half an hour after the time set for the meeting.
The discussions and agreements of the Executive Committee shall be put on record in a book of minutes of meetings. The registration method shall ensure the faithfulness of the minutes. The minutes of meeting shall be signed by the president and vice presidents who attended the meeting in such capacity, after consultation with the representatives of the Members of the Committee present therein. The minutes shall be deemed approved on the date they are signed and all agreements approved may be carried out as from that date.
Article 14. Composition of the Executive Committee
The Executive Committee shall consist of 11 to 21 members elected by the Assembly upon the proposal of the Nomination Committee; their terms of office will last two years, without any restrictions as to reelection. At least half of the members of the Executive Committee shall be elected among Active Members of the Association domiciled in the American Continent. Not more than two members from the same country may sit on the Executive Committee at any given time, and every effort shall be made to select such Members strictly on a rota basis, in order to meet the expectations of all the countries represented at the Association. Except as provided under Article 15, every election shall concern a member company, which may thereupon appoint at its sole discretion, an individual as its delegate.
The former Presidents of the Association shall be ex officio Presidents Emeriti and Honorary Members of the Executive Committee, insofar as they are directors or officers of Member companies. However, their presence as such shall not be taken into account in forming a quorum as provided under Article 13. The former Presidents who are no longer related to a Member company may also participate, as long as, at the Committee's own judgment, their interests are not in conflict with the interests of the Association.
Article 15. President, Vice Presidents and Executive Director
The Assembly will designate, at the same meeting at which election of the Executive Committee takes place, the President of the Association, the First Vice President and the Second Vice President. Both the President and the Vice Presidents are members of the Executive Committee, and shall be elected among directors or officers of Active Member companies.
Further the Assembly will designate the Executive Director of the Association, who need not be a director or officer of member companies of the Association and shall hold office until his/her successor is elected. The Executive Director will be accountable to the Assembly, the Executive Committee and the President. Designations thus made by the Assembly will be personal to the appointee.
In case of temporary or permanent absence of the President, he/she will be replaced by the First Vice President, or by the Second Vice President in the absence of the First Vice President. In case of permanent absence of the Executive Director, he/she will be replaced by such officer as is designated by the Executive Committee to hold office until a new election is made by the Assembly. His/her absence will be covered by such person as is designated by the President.
Article 16. Term of Office and Compensation
The President and the Vice Presidents of the Association, as well as the Presidents of the Credit, Surety and Education Committees, shall be appointed for a two-year term with the possibility of being reelected for the same position for only one more term.
For the term of office of the other positions, several regulations shall be applied.
No compensation shall be paid for any position created by these Statutes, except for the Executive Director's.
Article 17. Functions of the Executive Committee
The Executive Committee shall:
a) Carry out the resolutions passed at the meetings of the Assembly, and abide by and enforce the Statutes and internal regulations that may be issued.
b) Call Assembly meetings, on its own initiative or upon request of 75% of Active Members.
c) Decide upon the admission of new members, following verification that all applicable requirements have been fulfilled.
d) Decide upon the removal of a member which fails to comply with the duties set forth under Article 8.
e) Approve the strategic plan of the Association and oversee its implementation.
f) Submit to the Assembly the Annual Report, the Inventory and the Balance Sheet and other Financial Statements.
g) Decide who can validly sign for the Association and whether their signature is individual or joint.
h) Set the membership dues.
i) Impose sanctions on members.
j) Establish an operating office for the Association and the functions of its personnel in the secretariat, publications, information technology, administration and accounting areas. The Executive Director shall not be responsible for the management of the operating office unless the Executive Committee expressly assigns this task to the Executive Director.
k) Define the criteria for invitations to the Assemblies, Seminars and other meetings of Members of the Association.
l) In general, it shall exercise whatever rights and powers may prove necessary to manage and dispose of the Association's capital, including such powers as may require a special power of attorney for exercise thereof.
m) Determine the venue of an assembly whenever the decision previously taken in this respect at the pertinent Assembly cannot be implemented.
Article 18. Functions of the President
The President shall:
a) Act as representative of the Executive Committee and, where so authorized by said Committee, act as legal representative of the Association.
b) Call and preside over the meetings of the Executive Committee.
c) Secure the development and proper management of the Association.
d) Manage and control the work and personnel of the operating office, with full authority to execute their labor or service contracts and their termination.
e) Following consultation with the Vice Presidents, recommend one or more arbitrators at the request of the parties in interest, in order to resolve any disputes between two or more Active or Associate Members, arising from their activity in the surety bond, guarantee, credit insurance, surety bond or guarantee reinsurance and/or credit reinsurance business, and which they have been unable to settle privately.
Article 19. Functions of the Executive Committee Members
The members of the Executive Committee shall:
a) Attend the meetings of the Executive Committee, with both the right of say and the right to vote thereat.
b) Be representatives of the Association in their own right in their respective countries.
c) Execute such assignments and tasks in their own or other countries as may be entrusted to them by the Executive Committee.
Article 20. Executive Office
The Executive Office shall be in charge of a Director who shall act as a coordinating executive officer of the Association. The authority of the Executive Director shall be subject to the direction and supervision of the President and the Executive Committee. The Executive Director shall coordinate and be an ex officio member of all Committees but shall not have the right to vote thereat.
The Executive Director shall:
a) Assist the President in any matter the President may deem convenient.
b) Advise and assist the Permanent or Special Committees of the Association and other members in any matter they may consider necessary.
c) Attend meetings of the Executive Committee and other meetings at which the President may request his/her presence.
d) Implement the strategic plan and the decisions of the Executive Committee.
e) Maintain a fluent relationship with authorities, regulatory bodies and other organizations, especially with those whose objectives coincide with those of the Association, and to see that the development of the Association and its members is enhanced in accordance with its policies and objectives. Particularly, the Executive Director shall be in charge of public relations, outreach and communication activities before: national and international associations, authorities and regulatory bodies in each country, international bodies, rating agencies, specialized press.
f) Cooperate with the Organization Committees of the General Assemblies and Seminars in the preparation of their programs, and in the preparation and control of the budgets for the meetings.
g) Carry out such general or special tasks as may be delegated to him/her by the President and the Executive Committee.
h) Render due account to the Executive Committee of all actions undertaken in the discharge of his/her duties.
Article 21. Committees
The Association shall have the following permanent Committees:
a) The Credit Committee.
b) The Surety Committee.
c) The Education Committee.
d) The Nomination Committee.
e) The Audit Committee.
Additionally, Organization Committees may be created for the different Members’ meetings.
The Executive Committee may establish new committees, either temporary or permanent, as it deems suitable for the best fulfillment of the purposes of the Association as defined in Article 2.
The Executive Committee as well as the President shall be authorized to appoint special commissions to prepare or evaluate certain reports, studies or projects.
The discussions and agreements of each committee shall be put on record in minutes of meetings as its President may deem convenient.
Article 22. The Credit Committee
The Credit Committee shall be made up of representatives of Members. Its goal is to further the purposes of the Association in the field of credit insurance and reinsurance thereof. Its President shall be appointed by the Assembly at the proposal of the Executive Committee.
Article 23. The Surety Committee
The Surety Committee shall be made up of representatives of Members. Its goal is to further the purposes of the Association in the field of surety and reinsurance thereof. Its President shall be appointed by the Assembly at the proposal of the Executive Committee.
Article 24. The Education Committee
The Education Committee shall be made up of representatives of Members. Its goal is to further the purposes of the Association in the field of education for the benefit of the Members. Its President shall be appointed by the Assembly at the proposal of the Executive Committee.
Article 25. The Nomination Committee
The Nomination Committee shall: (i) aid the Executive Committee in drawing up a candidates' list to be submitted to the Assembly for the appointment of the President, Vice Presidents, the Executive Director and the Presidents of the different Committees; and (ii) propose candidates to the Assembly, with the prior approval of the Executive Committee, for the election of Members to make up the Executive Committee, as per Article 14.
The Nomination Committee shall be presided over by the most recent ex-President of the Association; in case of temporary or permanent absence of the President, he/she will be replaced by the President prior to the most recent one. The Nomination Committee shall also be made up of the President in office and all the ex-Presidents of the Association, reaching a minimum of 7 (seven) members.
Should such minimum number not be reached, the President of the Nomination Committee shall call in the Active Members which may be necessary to reach it.
The Nomination Committee shall report its recommendations to the Executive Committee, including the minority opinion when the recommendations have not been unanimous.
Article 26. Audit Committee
The purpose of the Audit Committee is to audit the financial statements of the Association and report the financial position to the Executive Committee and the Assembly.
Upon the proposal of the Executive Committee, the Assembly shall annually appoint the representatives of the Members for the Audit Committee, who shall hold office for a period no longer than four consecutive years. Also, the Executive Committee shall authorize the hiring of an independent audit firm for a period no longer than four consecutive years.
Article 27. The Organization Committees
Unless otherwise agreed by the Executive Committee, the organization of a meeting of the Members of the Association, either General Assembly, International Seminar (calling all Members), Regional Seminar (calling the Members of a world's region) or any other meeting, shall be in charge of an Organization Committee. The Committee shall be composed of Members residing in the meeting's host country. There shall be one Organization Committee for each event.
The president of the Organization Committee shall be elected by the local Members wishing to participate and shall act in permanent consultation with the President of the Association from the moment of the appointment up to the closing of the meeting. The president of the Organization Committee shall submit a budget to the President of the Association and, subsequent to the conclusion of the meeting, shall submit the corresponding financial statements to the Executive Committee.
The President of the Organization Committee, subject to the guidelines approved by the Executive Committee, shall have the following rights:
a) Take all the operating decisions as regards the meeting, within the budget and under the direction of the President of the Association.
b) Take the floor during the opening and closing ceremonies of the meeting.
c) Together with the President of the Association, invite the relevant authorities and other observers from the host country.
Article 28. Observers
Observers may be invited to attend the meetings of the Members of the Association when, following the guidelines established by the Executive Committee, they fall under one of the following categories:
a) Be connected with international private or public organizations, or suretyship, bond reinsurance, insurance and reinsurance companies, and upon invitation by the President of the Association.
b) Be representatives of public or private entities based in the countries to which an Active Member belongs, proposed by such Active Member and invited by the President of the Association together with the President of the Organization Committee.
Article 29. Treasury
The Executive Committee shall appoint one or more Treasurers who shall be in charge of controlling the monetary assets of the Association and hold the right of signature for the bank accounts of the Association and the right to order transfers. With the same purposes and terms, the Executive Committee directly, or through the President, may grant a power of attorney to the personnel of the operating office to cover local expenses (petty cash).
The Executive Committee may also grant a special power of attorney to the Presidents of the Organization Committees to transfer funds of the accounts related to the Members' meetings that they are organizing.
The Treasurers shall:
a) Make the drawings and order the transfers requested by the President with the approval of both Vice Presidents.
b) Report the amount, beneficiary and purpose of all drawings and transfers made during the preceding period to the Executive Committee yearly, or with higher frequency, as requested.
Additionally, the Executive Committee may grant a power of attorney to one President Emeritus to draw money from the banking accounts of the Association and order transfers.
Should a Treasurer become disqualified to exercise his or her duties, the above-mentioned President Emeritus shall take over the role of the Treasurer until a new Treasurer has been appointed by the Executive Committee.
The Treasurers and the President Emeritus shall be appointed for one year, with the right to renew the mandate indefinitely.
Neither the Executive Director nor the personnel of the operating office of the Association shall have participation in or responsibility for the Treasury functions.
Article 30. Capacity of the Association
By acting through its Executive Committee, the Association shall be empowered to purchase both personal and real property and to undertake any kind of obligations whatsoever in pursuance of its objects.
Article 31. Capital
The Association’s capital shall be formed by:
a) Membership dues.
a) Such property as the Association may acquire and any income derived therefrom.
a) Any property received by gift, inheritance, legacy, devise or bequest, or by way of grants or subsidies.
a) Such other income as the Association may obtain from any other source.
Article 32. Official Languages
The official languages of the Association shall be Spanish and English, without prejudice of the use of other languages, especially Portuguese and French, at meetings organized in countries where the official language is neither of the two mentioned in first place.