Academia Panamericana de Ingeniería
Academia Pan-Americana de Engenharia
Pan American Academy of Engineering
In force as from December 1º, 2008
TITLE I CREATION, LINKS AND LOCATION
TITLE II OBJECTIVES AND PURPOSES
TITLE III POWERS
TITLE IV MEMBERS. CONDITIONS
TITLE V DUTIES AND RIGHTS OF THE MEMBERS
TITLE VI NOMINATION, ELECTION AND TERMINATION OF THE CATEGORY OF THE MEMBER.
TITLE VII WORKING, INFORMATION AND CONTROL INSTRUMENTS
TITLE VIII MEETINGS OF THE ACADEMY
TITLE IX BOARD OF DIRECTORS
Article 33 The Board of Directors is the Executive Authority of the Academy, composed and elected in the following manner:
33.1 The Board of Directors shall consist of a President, a First Vice President, a Second Vice President, the last President, the President Elect , one Secretary, one Treasurer, two Members Directors and two Alternate Members whose functions shall last two years and may be reelected for only two additional periods . If it should be necessary to reinforce the work of the Secretary and the Treasurer, the Board of Directors may appoint a Member to cover the functions of Assistant Secretary and Assistant Treasurer. . All the members of the Board of Directors will have a right to vote, except for the Assistant Members appointed who will only have voice, if they participate in the meetings of the Board. All the members of the Board of Directors must be Members or Emeritus Members of the Academy. They shall be appointed at a Plenary Ordinary Session by the vote of the majority of the Members present.
33.2 The Board of Directors shall be renewed by halves at the biennial Plenary Sessions, in the following manner: at the first Plenary Session following the coming into force of this modality, and for two years shall be elected: President, President Elect, First Vice President, Secretary, a Member Director and an Alternate Member. For one year and to start his functions immediately, and also for two years to commence their functions a year later, shall be chosen: the Second Vice President, the Treasurer, a Member Director and an Alternate Member. After this first renewal, all the functions of the Board of Directors will last two years, with the possibility of re-election for only two additional periods. Two years must elapse before a Member can be elected in the same or another position.
33.3 In cases where, due to absenteeism of Members the number of Members present is less than ten (10) , the members of the Board of Directors shall continue in office until an election takes place, at a Plenary Ordinary or Extraordinary Session summoned for this purpose or by means of a vote by e-mail as established in paragraphs 29.3 and 30.1.
33.4 All matters related to the management and administration of the Academy that do not require discussion and vote at the Plenary Ordinary Session or at an Extraordinary Session, shall be reached by the Board of Directors by majority.
Article 34 The functions and powers of the Board of Directors of the Academy shall be the following:
34.1 Perform all the functions related to the direction and administration of the Academy.
34.2 To meet annually when summoned by the President or when requested by one half of its members.
Meetings by means of satellite television, Internet or any other electronic media in which participants can interact while communicating, or a discussion or vote on the matters of the Agenda made by e-mail, will be acceptable.
34.3 To elect, in the case of resignation or acephalia, one or more Vice-Presidents among the Members Directors.
34.4 Decide the incorporation of other Members to the Board of Directors to cover the following positions: Assistant Secretary and Assistant Treasurer. Define their functions and responsibilities. The Assistant Secretary must preferably be an Academician living in the same country as the Secretary. Members thus incorporated shall have only the right of voice at the Board Meetings.
34.5 Appoint a Member Director to replace the Secretary or Treasurer in the event of their resignation, death or incapacity to carry out their duties.
34.6 Consider the re-incorporation to the Academy of any person who has lost their condition as Member due to lack of payment of the membership fees.
34.7 Approve the transfer to the condition of Passive of a Member that should so request it according to Article 21 and resolve his/her re-incorporation as established in Article 22.
34.8 To execute, and supervise compliance with, the decisions taken at the Plenary Sessions and with the contents of these By-laws.
34.9 To analyze the proposal submitted by ten (10) or more Members from a country, to create a Delegation or Chapter and send a well based recommendation to the Plenary Ordinary Session, including it's economic sustainability.
34.10 To create honorary, temporary committees or commissions giving them precise instructions, coordinating their activities, and supporting and supervising them.
34.11 Propose the creation of divisions, sections or specialized institutions to the Plenary Session, in which outstanding professionals that are not Members of the Academy may be incorporated. Establish rules for their organization.
34.12 To appoint representatives to national, regional or international meetings related with the engineering profession and related professions, and to meetings of national, regional or international organizations, with no obligation to provide financial support to these delegations.
34.13 To propose, at a Plenary Ordinary Session, the creation of salaried positions or functions or contracted services that are indispensable for the activity of the Academy, and the corresponding remunerations. To dispose the expiry of these services with a justified cause, informing the Plenary Ordinary Session. The payment of the retributions for these services must be included in the Annual approved Budget.
34.14 To confer special powers and to revoke them at any time, informing the Plenary Ordinary Session. The President is the authorized person to legally represent the Academy on his/her own or by means of local representatives.
34.15 To purchase or receive by means of donations assets indispensable for the activity of the Secretariat and of other offices created for the Academy. As far as possible, these expenses should be contemplated in the Budget.
34.16 To accept in the name of the Academy, legacies, subsidies and other types of contributions, as well as donations of assets or properties, decide their usufruct and propose their sale to the Plenary Ordinary Session.
34.17 Consider a project for a Biennial Plan of Action and when it should so correspond a Five-year Strategic Plan or its modifications in order to submit them to the approval of the Plenary Ordinary Session.
34.18 Consider at each meeting the Annual Financial Statements for the period ended on December 31 of the previous year and the Situation of Income and Expenditures prepared by the Treasurer on the month previous to the annual meeting of the Board of Directors. .
34.19 To consider the Annual Activities Report prepared by the President and send it for information purposes to all the Members of the Academy and to the Board of Directors of UPADI.
34.20 To put in order the minutes registered, the accounting ledgers, the documents belonging to the Secretariat and the vouchers for assets and patrimony for which the Board of Directors is totally and absolutely responsible, with the object of delivering them together with an inventory approved by the Auditing Committee, to the new Board of Directors.
Article 35 The Board of Directors shall meet at least once a year, preferably on the occasion of the International Meeting of the UPADI Board of Directors or a Plenary Session of the Academy. They may also meet when a majority of its members coincide in participating in Congresses, Seminars or Conferences.
Article 36 The presence of the President, the Secretary and at least one other member, or the President or any three members of the Board, shall constitute a quorum for a meeting of the Board of Directors.
Article 37 Any or all of the members of the Board of Directors may be dismissed at a Plenary Extraordinary Session summoned to that effect by means of a written request from 30% (thirty percent) of the Members. A two-thirds vote of the Members present at the Session will be required.
TITLE X FUNCTIONS AND DUTIES OF THE AUTHORITES OF THE ACADEMY
TITLE XI ELECTION COMMITTEE
TITLE XII ADVISORY BOARD
TITLE XIII AUDITING COMMITTEE
TITLE XIV ASSETS
TITLE XV MODIFICATIONS TO THE BY-LAWS
TITLE XVI DISSOLUTION AND LIQUIDATION
TITLE XVII OFFICIAL LANGUAGES
By Laws approved by the International Board of UPADI in San José, Costa Rica, 1996
Modified by the Plenary Extraordinary Session of the Academy – Mexico 2004
Modified by the Plenary Extraordinary Session of the Academy, Brasilia , Brazil . December 2008
