CHAPTER I: OF THE CONSTITUTION AND ADDRESS
Article 1. The organization was founded on November 24, 1993, under the name of “ASOCIACIÓN PARAGUAYA DE PROFESIONALES GRADUADOS EN LOS ESTADOS UNIDOS (APPG)” incorporated as a non-profit organization, with legal address in the City of Asunción, Capital of the Republic of Paraguay.
Article 2. The Association will be governed by these By-laws, the corresponding regulations, and assisted by the dispositions of the Civil Code, anticipated in the Chapter 3, 2nd Title of the 1st Book (Article 118 and following).
CHAPTER II: OF THE PURPOSE
Article 3. The Association will have by aims:
a.) To promote the cultural, professional and technical relations among its associates.
b.) To promote the relationship with the United States of America by means of activities organized with the support of the Paraguayan-American Cultural Center and the Embassy of the United States and other independent Institutions.
c.) To promote the qualification of human resources.
Article 4. The Association will offer the following services to the community:
a.) To promote a scholarship fund for young Paraguayans with limited financial resources, and with aspirations to attend a University in the United States.
b.) To advise students and Paraguayan professionals who wish to start or continue their studies in the United States.
c) To provide material and moral support to students who are already attending a University in the United States.
d.) To provide advice to Institutions asking for assistance.
Article 5. For the fulfillment of the purposes of the Association the following means will be used, among others:
a.) Exchange of scientific, technical, professional and cultural knowledge and experience.
b.) Lectures, exhibits, distribution of publications, cultural and social meetings and any other activities that may help to achieve the above mentioned purposes.
c.) To assemble Sub-committees for each project.
CHAPTER III: OF THE MEMBERS
Article 6. The members are all Paraguayans and foreigners professionals living in the country, who have completed college and have graduated or obtained a certificate of specialization in the United States, after the approval of the corresponding application by the Executive Committee.
Article 7. The following are the rights of the members:
a.) To enjoy all the benefits established by these By-laws and their regulations.
b.) To have voice and vote in the Meetings and to be chosen for any position within the structure of the Association.
c.) To use the right to petition to the authorities of the Association.
d.) To be a member of the Paraguayan-American Cultural Center and to enjoy the benefits of this membership.
e.) To attend the Meetings of the Executive Committee with voice but without vote.
Article 8. The following are the duties of the members:
a.) To comply with the dispositions of this Statute and the resolutions taken by the authorities of the Association.
b.) To cooperate in the achievement of the purposes of the Association.
c.) To timely pay membership fees.
CHAPTER IV: OF THE MEETINGS
Article 9. The Meeting of Members is the supreme authority of the Association.
Article 10. At least one Meeting per year will be carried out, which will be during the month of May.
Article 11. The Executive Committee may also call a Meeting as many times as they deem necessary; and they shall do that at the request of at least 20% of the members with rights to vote.
Article 12. The Meeting shall be called by the Executive Committee or by the Trustee. A Meeting shall be called with at least 15 days, and 30 days at the most, in advance to the date it will be carried out. In case the Meeting is requested by the Members, as established in Article 11, the Executive Committee shall make the arrangements to hold the meeting within the next 30 days following the reception of the request.
Article 13. The Meeting shall be called by means of three publications in a newspaper of great circulation of the capital city. The call for the Meeting may be made simultaneously in first and second call. In this case, the Meeting in second call may be held on the same day one hour after the time established in the first call. The call shall specify the date and time of the Meeting, the Agenda and the requirements demanded by these By-laws for the participation of the members of the Meeting.
Article 14. The following will be the competence of the Meeting:
a.) To approve, to modify or to reject the Minutes of the previous Meeting.
b.) To approve, to modify or to reject the Calculation Report and the Balance Sheet of the previous financial year.
c.) To choose the members to the Executive Committee and the Trustees.
d.) To approve the general policies and the social goals of the Association.
e.) To remove the members from the Executive Committee and Trustees due to bad performance of their duties.
f.) Any other question that is not of exclusive competence of some of the other bodies of the organization.
Article 15. The Meetings shall be considered as valid on first call with the quorum of more than half of the members who are in compliance with their membership fees. On second call, the Meeting shall be considered valid with any number of members, unless the issues established in the Agenda requires special quorum, according to the By-laws.
Article 16. The Meeting shall be declared as formally constituted by the Chairman of the Executive Committee of the Association. Immediately, by vote of the members who attended the Meeting, a Chairman of the Meeting shall be elected, who shall appoint a member to act as Secretary of the Meeting.
Article 17. The resolutions issued by the Meetings shall be adopted by a simple majority of votes, unless the issues established in the Agenda requires special quorum, according to the By-laws. The Chairman of the Meeting shall only vote in case of a deadlock.
CHAPTER V: OF THE EXECUTIVE COMMITTEE
Article 18. The Association shall be governed and managed by an Executive Committee formed by: A Chairman - a Vice-Chairman - a General Secretary - an Alternate Secretary - a Treasurer - a First Member - a Second Member - The Director of USIS and a representative of Paraguayan-American Cultural Center (CCPA) shall be Permanent Members of the Executive Committee.
Article 19. The election of the members of the Executive Committee shall be made by direct vote. The members of the Executive Committee shall be renewed partially, they will last two years in their position, and they could not be reelected in that position for the next period.
Article 20. It corresponds to the Executive Committee:
a.) To govern and to manage the Association.
b.) To comply and to enforce the compliance of the dispositions established in these By-laws and the resolutions adopted by the Meetings.
c.) To call for the Meeting and to establish an Agenda.
d.) To call the meetings at least once a month
e.) To construe these By-laws and to dictate regulations.
f.) To appoint special Commissions.
g.) To perform whatever actions necessary for the compliance of their duties in order to achieve the goals of the Association.
h.) To establish the fees of the Association.
i.) To decide on the admission of new members.
j.) To attend the Meetings regularly.
Article 21. The following are the duties of the Chairman:
a.) To govern and to represent the Association.
b.) To exercise the legal representation of the Association.
c.) To chair the Ordinary Meetings of the Executive Committee.
d.) In case of urgency, and if not being able to meet with the Executive Committee, to make the decisions that are necessary, or if they are not considered in the By-laws, to report to the Executive Committee in the next Meeting
Article 22. The following are the duties of the Vice-Chairman:
a.) To replace the Chairman in cases of absence, resignation, leave of absence or temporary or definitive incapacity.
b.) To represent the Chairman when the same request so
Article 23. The following are the duties of the General Secretary:
a.) To execute the resolutions of the Meetings.
b.) To keep records of the members and to organize the files and the correspondence.
c.) To write up the Annual Calculation Report and to file it for its approval to the Executive Committee.
d.) To receive, to process and to take it to the consideration of the Executive Committee the applications for admission to the Association
e.) To have available the public and cultural relations of the Association.
Article 24. The following are the duties of the Alternate Secretary:
a.) To keep the Records of the Minutes of the Association.
b.) To replace the General Secretary in case of absence, resignation, leave of absence or temporary or definitive incapacit
Article 25. The following are the duties of the Treasurer:
a.) To manage the funds of the Association.
b.) To jointly subscribe checks of the bank accounts of the Association with the Chairman or whoever is replacing the same.
c.) To pay the bills and to receive the fees authorized by the Executive Committee.
d.) To take it to the consideration of the Executive Committee the annual Balance Sheet and the Inventory of the Goods prepared by the Treasurer.
Article 26. The First and Second Members shall be active members, without specific duties, of the Executive Committee. In case of temporary or permanent absence of the General Secretary, Alternate Secretary or the Treasurer, the Fist and Second Members shall occupy their positions with same powers and responsibilities until such officials return or until the next Meeting.
Article 27. The control of the Direction and Administration of the Association shall be in charge of a Trustee and an Alternate Trustee, who will be in office for the same period of time as the members of the Executive Committee.
Article 28. The following are the duties of the Trustee:
a.) To examine the Ledgers and documents of the Association at any time they deem necessary.
b.) To call a Meeting when the Executive Committee fails to do so.
c.) To exercise control on the administration of the funds of the Association.
d.) To decide regarding the Calculation Report, the Inventory and the Balance Sheet presented by the Executive Committee. The decision shall be given in writing and taken to the consideration of the Meeting.
e.) To exercise the Chair in case of permanent absence of the Chairman and the Vice-chairman.
Article 29. The Alternate Trustee shall replace the Trustee in case of temporary or permanent absence of the Trustee.
CHAPTER VI: OF THE PATRIMONY OF THE ASSOCIATION
Article 30. The patrimony of the association shall be:
a.) The fees paid by the members of the Association.
b.) The exemptions that may be entitled to.
c.) The voluntary contributions of the members, supporters, organizations, whether they are national or foreign.
d.) Any other means that are not contrary to these By-laws.
CHAPTER VII: GENERAL DISPOSITIONS
Article 31. The dissolution of the Association could only be decided by a Meeting called especially to that effect and it shall require the favorable vote of 75% of the members.
Once dissolved the Association, the Meeting will appoint a Winding-up Commission, composed by three members to be appointed among the members of the Executive Committee. The net product of the winding-up, if any, shall be destined to educational organizations of technical, professional, scientific or artistic nature, at the criteria of the Meeting.
Article 32. These By-laws could be modified by decision of the Meeting and with the favorable vote of most of the members with rights to vote.
CHAPTER VIII: TRANSITORY DISPOSITIONS
Article 33. To the effects of the partial renovation of the Executive Committee in the Meeting dated May 31, 1996, the election for the following positions was made: General Secretary, Treasurer and First Member, proceeding to the renewal of the charges in the next Assembly.
Article 34. It was hereby authorized the Chairman and the General Secretary of the Executive Committee to request all the protocols of these By-laws, to subscribe the corresponding Public Writ and to make all the proceedings as Legal Person and Association with powers to accept and or to propose modifications required by the Judicial and/or Administrative Authorities, to attest, subscribing writings and petitions and to perform any actions necessary to achieve their goals. Under the foregoing articles, the Members of the Association commit themselves to comply and to respect these By-laws, in whole, and pursuant to the laws in force, being this a true copy, under such conditions the present protocols proceedings have been made to all effects pursuant to the laws in force, and it was read to them and they have confirmed its content. -
PROVISION OF REGISTRATION. - In their statement, after reading and ratifying it, it is so granted and signed by the cited, and I attest that they have so acted under their own free will. -
SIGNED: ENG. NILS GUSTAFSON - BEFORE ME: RUBEN DARIO ORTIZ BALMACEDA - THIS IS MY SEAL - THE PRESENT COPY HAS A SECURITY SHEET - NOTARIAL ACT NUMBER (981186 NINE-EIGHT-ONE-ONE-EIGHT-SIX) SERIAL "H"