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BYLAWS OF THE ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS
SECTION 1 – NAME AND PURPOSE.
THE ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS, hereinafter referred to as “The Organization”, is hereby constituted as an international, non-profit institution that gathers national, inter-American, and regional business entities, as well as companies from the private sector, to facilitate and promote the development of a formal and institutionalized dialogue with the Organization of American States and, through it, with its Member States.
The Organization shall follow and seek to cooperate with the Organization of American States (OAS), as well as with its purposes to contribute to the development of prosperous societies in the hemisphere.
SECTION 2 - PURPOSES
The purpose of this Organization is to furnish ideas, proposals, and initiatives associated with the agenda for development in the Hemisphere in order to promote economic growth and competitiveness through public-private alliances, bring about more prosperous and upright, equitable, and inclusive societies, and thus help to deliver the benefits of democracy.
It shall also focus on establishing a hemispheric network that would allow the Organization work efficiently in the development of successful proposals for their subsequent submission with the international governments and institutions.
SECTION 3 – ON ITS MEMBERS
- The members of the Organization shall be the Chambers and Associations of business entities, as set forth by the provisions of Section 1, that represent the different activities conducted in the fields of trade and services, agriculture, and industry, as well as the companies settled in the hemisphere.
- To be a Member, the interested parties shall be required to fill out the application form and hen submit it to the Governing Board so that it may accept such application by the majority of votes cast.
- The rights of the Regular Members of this Organization are the ones determined by the present Bylaws and, in a general sense they consist of the following:
• Appoint and be appointed;
• Having a right to express himself and to cast a vote during the Assemblies, Board meetings, and discussions;
• Nominating and proposing whatever they may deem suitable;
• Enjoying the advantages and benefits deriving from this link.
SECTION 4 – GOVERNING BODIES
The Governing and Administrating Bodies of the Organization of the Private Sector of the Americas are the following:
a) The Assembly
b) The Governing Board
c) The Executive Board
d) The Presidency
e) The General Secretariat
a) THE ASSEMBLY
The Assembly of the Organization of the Private Sector of the Americas is the Higher Governing and Representation Body, whose resolutions are binding for the remaining Bodies. It is made up of the Regular Members under the conditions set forth herein.
The Assembly shall gather at least once a year and, when duly constituted, it may discuss or decide on any topic timely submitted, provided such action is not a statutory power conferred onto the Governing Board or the Presidency.
The call for the Full Assembly , which shall include the agenda previously agreed upon by the Governing Board, shall be made by the General Secretariat at least three months before the date scheduled therefor.
The purpose of the Assembly, and consequently the purpose of the Agenda, shall be all those topics that, after the initial approval of the Governing Board, may be proposed to the Members of the Organization or the General Secretariat.
The Secretary General shall have in his hands the proposals mentioned in the previous Section at least 120 days in advance.
NO other affair or topic other than those stated in the Agenda MAY BE DISCUSSED during the Full Assemblies, except in those cases where their inclusion is expressly agreed by the majority of the Members.
The Members of the Organization and those who participate in each Full Assembly shall have to send their assessments, reports, papers, and reports on the agenda for the Assembly with sufficient time to the Secretary General, who shall print and distribute these materials among all the participant Members and all the invited entities or figures.
In general, the Agenda for the Assemblies shall have the following structure:
1- Minutes from the previous Session.
2- Report from the Presidency, the Directors’ Board, and the Governing Board.
3- Report from the Treasury.
4- Whenever it may be deemed fit and following the proposal made by the Governing Board, the creation of the Boards and Commissions that shall discussed the Basic Topics of the Assembly.
5- Basic topics.
6- Proposals and Motions voted and approved for their discussion in the Full Sessions.
7- Conclusions, Resolutions, and Recommendations.
8- Date and place for the next Assembly.
As far as voting is concerned, only the Members shall have a right to vote.
The Representation of each Member at the Full Assembly shall have to be duly credited with the Governing Board.
The Organization shall recognize the Spanish, Portuguese, English, and French as its official languages.
The Assembly shall be validly constituted to enter into agreements whenever quorum is met. Quorum shall be met with one third of the Members of this Organization present.
The agreements made by the Full Assembly shall be adopted by the majority of votes cast by the members either physically present or represented by proxy.
The Resolutions of the Full Assembly, when so agreed on, shall be communicated to the National and International Governments, Authorities and Institutions, either from the public or the private sector, as the Assembly may deem it fit, as to pursue and comply with its goals and activities in a more efficient way.
During the Assemblies, each Associate shall have a right to one single vote, which shall be cast by the representative he may have designated to such effect.
The duties of the Regular Members are basically limited to:
• Contributing to pay for the economic burden incurred into by the Organization of the Private Sector of the Americas by paying the membership fee that may be duly determined by its governing bodies.
• Strictly observing and complying with the provisions set forth by the Bylaws and regulations that rule the Organization.
The Assembly, upon a proposal made by the Governing Board, may appoint any internationally or nationally well-known person or entity as an Advisor for the Organization, provided such person or entity is related to the purposes and activities pursued by the Organization of the Private Sector of the Americas.
Such Advisors may be convened by the Governing Board to participate in the Assemblies and Sessions of such Governing Board, in which deliberations they shall participate only on a consultative basis, without a right to vote. They may be also convened, under the President's judgment, to other events organized by the Organization of the Private Sector of the Americas.
The Governing Board may grant an observer status, either permanently or for certain events, to those entities or individuals they may deem fit.
b) GOVERNING BOARD
Its mission shall be to formulate the general policies of the ORGANIZATION. It shall extraordinarily meet within the framework of the annual full session organized by the ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS. Furthermore, it shall also have the right to call extraordinary meetings. It shall be made up by one president, two vice-presidents, one secretary, one assistant secretary, and one treasurer. They shall represent the five sub-regions of the Hemisphere. They shall hold office for a term of 2 years, and may be reelected for one additional period. A seventh member shall chair the committee entrusted with the organization of annual meeting of the ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS. Such member shall come from the country acting as the host for OAS General Assembly, while an eighth member from the country acting as the host for the Summit of the Americas shall chair the committee responsible for the organization of the events scheduled within the framework of such Summit. The President of the Governing Board of this Organization may be the representative from an entity or company. Yet, in this latter case, his nomination shall have to be endorsed by a National Chamber from his own respective country.
If a Regular Member leaves his position in his entity or company, his representation with the Board shall also terminate.
The Governing Board shall appoint a President, four Vice-Presidents, and a Treasurer to constitute the Governing Board, and they shall hold their position for the term of two years, and may be reelected for a subsequent period in office.
In the event a Former President of the Organization is proposed again for such position, he shall have to skip at least one period from his last election to accept same.
For the election of the four Vice-Presidents, members from different geographic areas shall be taken into consideration. To that effect, the Organization’s areas of jurisdiction are divided as follows:
1- North America
2- Central America and the Caribbean
3- Andean Region
4- South American Region
In the event the Vice-President is from the same area where the President comes from, consideration shall be given to the fact this candidate is not from the same country as to contribute to the tasks performed by the Organization in the best possible way.
The Governing Board shall be the Board of the Organization from the date of its appointment until the date its successors are duly designated.
To be elected President on behalf of one company, the candidates shall have to be proposed in writing by a national institution of their own country, provided such country is also a member of the Organization.
To exercise his right to an active vote, the member shall not have any social fee pending.
The Governing Board shall meet at least three times a year. The Governing Board may also hold extraordinary sessions, following the decision of its President, at the request of a third party, or else at least at the request of its Members.
The place for the ordinary sessions shall be previously decided by the Governing Board itself. Yet, the place for the extraordinary sessions shall be determined by the Executive Board.
For the discussions and the agreements made by the Governing Board to be valid, the physical presence of at least one third of the Members of the Board shall be required.
The agreements shall be adopted by the favorable vote of the majority of the Board Members present either physically or by proxy and, if tie, the President's vote shall be decisive.
The Governing Board shall:
- Direct the activities of the Organization for the fulfillment of its general and specific goals. In the event of an urgency and by the permanent delegation of the Assembly, it shall have the functions and rights of the latter, to which it shall account for its decisions on the first Session subsequently held.
- Propose the annual schedule of activities to the Assembly, as well as conduct and direct, through the General Secretariat, all the approved activities. Moreover this is the body to which it shall be accountable for compliance therewith.
- Coordinate, direct, and approve the activities conducted by the General Secretariat, whose head shall report to the Governing Board.
- Propose the total or partial amendment of these Bylaws and/or the Regulations that may be timely established to the Assembly and also create and establish Commissions and Committees.
- Manage the funds of the Organization through the adoption of any kind of agreement on economic management, provided this is done within the budgetary limits, and the creation and approval of Accounts, Budgets, and Settlements.
- And, any other authority that may have not been expressly set forth by these Bylaws or by the Regulations and which could be timely prepared, to other Body within the Organization.
c) EXECUTIVE BOARD
The Executive Board is the permanent body that, following the authority conferred onto it by the Governing Board, is responsible for directing the Programs and Projects approved by the Assembly and the Governing Board.
The Executive Board shall be made up by:
a) The President
b) The Four Vice-Presidents
c) The Treasurer; and
d) The Secretary General,
The Executive Board shall meet either physically or at a distance using any means of communications any time the President may deem it fit, either after his own initiative or at the request of the Secretary General.
FULL SESSIONS:
The full sessions of the Organization shall ordinarily meet during OAS General Assemblies, and also whenever and wherever the Governing Board may deem it fit, but only on an extraordinary basis. The term full session of the Organization shall mean any meeting that calls for the presence of the three bodies that constitute it, namely: The Assembly, the Governing Board, and the Executive Board. Through its Governing Board, the Organization shall also serve as the Private Sector Advisory Council for OAS General Secretariat.
c) 1- ON THE PRESIDENCY
The President of the Organization shall be appointed by the secret and personal vote of the Governing Board members, and a majority of three fourths of the votes cast by the Members shall be required on the first and second poll, while an absolute majority shall be required on the third poll.
The President shall have the following rights and powers:
a. Acting as the official representative of the Organization.
b. Holding his position and signing, either jointly with the Secretary General or individually, the Minutes of the Assemblies and the Sessions of the Governing Board and the Executive Board and, if so, of any meeting or event the Organization may carry out or any other event foreseen by its Regulations.
c. Determining any preference in the discussion of proposals and opinions from the Commissions.
d. Engaging in the institutional promotion of the Organization.
The Vice-Presidents shall cooperate with the President in every matter or commission he may entrust them with. They may represent the President when he may so designate it and shall replace him, upon his request, whenever he is unable to fulfill his duties.
c) 2- ON THE GENERAL SECRETARIAT
The General Secretariat is the Body that executes the decisions made by the different bodies. Moreover, it serves as the coordinating representative with the Members.
This body acts as a liaison, as well as a formal and permanent coordinating agency with OAS.
Its functions include coordinating the efforts of the Members or Associates, according to the directions given by the President and the Governing Board, to pursue an efficient development of the Organization.
The individual responsible for the General Secretariat shall be appointed by the Governing Board of the Organization.
The Secretary General shall be also the Secretary of the Full Assembly, the Governing Board, and the Executive Board.
In general terms, the duties and powers of the Secretary General include the following:
- Conducting every technical task the President, the Governing Board, and the Executive Board may order him to put into practice, and to whom he shall also report to.
- Participating with a right to speak, but without a right to vote, in the Sessions of the Directors’ Board, the Governing Board, and the Full Assemblies, where the Secretary shall fulfill his duties.
- Observing and enforcing the agreements made by the Governing Board, the Directors’ Board, and the President.
- Any and all the tasks the Assembly, the Governing Board, the Directors’ Board, and the President of the Organization may order him to do.
- Carrying out any other function or task expressly conferred onto him pursuant to these Bylaws and the Regulations enforcing them.
SECTION 5 – OTHER BODIES
b) THEMATIC COMMITTEES
The members of the Organization may gather in Thematic Committees that shall primarily focus on analyzing the possibilities for the creation of jobs through competitiveness; as well as the prospects for productivity through technological innovation. In addition, it shall also focus on education and professional training/development of human resources; transparency and governability, investment, free trade, economic integration, business facilitation, infrastructure development, and sustainable development, among others.
The core issue may vary according to the priorities subsequently identified, while the outstanding topics shall depend on the realities each sub-region may need to tackle.
Such committees shall act as advisors for the Governing Board. Moreover, they shall be made up by associates and experts on the matters to be discussed, as designated by the Governing Board. Each committee shall appoint one President, one Vice-President, and one Secretary.
c) ON THE TREASURY
The rights and duties of the Treasurer include:
- Ensuring the Organization’s funds are used as agreed upon by the Full Assembly, the Governing Board, or the Directors’ Board, in accordance with the regulatory and statutory provisions.
- Authorizing with his signature the relevant payment receipts issued by the Organization.
- Presenting before the Governing Board and the Directors’ Board the financial policies and guidelines he may deem fit.
- Conducting the annual balance sheet and the “Treasurer’s Report” which shall be subsequently submitted before the Full Assembly.
d) COMMISSIONS IN GENERAL
Notwithstanding the Commissions that may be duly designated and pursuant to the provisions set forth by Section 22 herein, the Organization Assembly and its Governing Board may agree on the establishment of Commissions, either with a permanent or temporary nature. Such Commissions shall be responsible for conducting specific missions or tasks, and for assessing certain topics or matters.
Such Commissions shall be chaired by the individual the Assembly or the Governing Board may duly appoint to such effect, and shall be made up by the Members that may be thus designated.
e) ON THE ORGANIZING COMMISSION
The Organizing Commission, which shall always act in coordination with the General Secretariat, is the body responsible for the organization of the Full Assemblies, Business Meetings, and any other possible event called and organized by the Organization in any country whatsoever, all in accordance with the Regulation that may be thus passed to such effect.
The Organizing Commission shall be appointed by the Governing Board.
SECTION 6 – ECONOMIC REGIME
The Organization’s assets to fulfill its purposes shall comprise:
a) The membership fees, as well as the common and extraordinary contributions made by its Members.
b) The contributions or subsidies it may perceive from other Institutions and Organizations.
c) The revenues it may obtain from its activities and the services it provides.
The ordinary membership fees and the extraordinary contributions of the Organization Regular Members shall be agreed and approved by the Full Assembly. In the former case, they shall be so agreed and approved by the majority of votes, while in the case of any especial contribution, it shall be unanimously agreed and approved. Such agreement shall be binding for all the Members and, consequently, any failure to pay them shall derive in the removal of the Member of such Organization.
At the Treasurer’s proposal, the Governing Board shall prepare and approve the ordinary budget of expenses for the following year on the last meeting of the year immediately preceding it.
At the proposal of the Governing Board, the Full Assembly shall approve the Organization’s general common and extraordinary accounts and the settlement of their budgets.
The Agenda for the ordinary Full Assembly shall include the Reports from the Treasurer and the Secretary General on the economic regime and management of the Organization for the immediately preceding year.
SECTION 7 – DISSOLUTION AND TERMINATION OF THE ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS
The Organization of the Private Sector of the Americas may be dissolved by the decision of two thirds of its Regular Members if such decision is irrefutably expressed in writing during the Assembly.
Such dissolution decision shall also determine the destiny of the Organization's assets, the termination proceedings, and the interruption of the activities and services it provides without adversely affecting any third party.
The liquidation of the Organization’s assets and the interruption of the activities and the services provided by the Organization shall also occur without detriment to the provisions set forth in the previous Sections herein, and the relevant laws in force.
SECTION 8 – GENERAL PROVISIONS
The application and construction of these Bylaws shall be entrusted to the Directors’ Board, the Governing Board, and the Full Assembly.
These presents shall be only amended by the Assembly, and such action shall require the presence of the absolute majority of the Organization Members, either physically or by proxy, and the favorable vote of at least two thirds of the members present therein.
Within a maximum term of one year, the General Secretariat shall have to write a suitable Regulation to enforce these presents and articulate the functions of its technical and administrative bodies. Such Regulation shall be submitted to the Assembly’s approval, as well as to the proposal and opinion of the Governing Board.
The provisions defining the requirements for the appointment of the Governing Board Members shall be in force upon the expiration of the term of those who currently hold such positions.
AMENDMENTS
As an Organic Charter, this instrument is open to amendment proposals.
The amendment proposals shall be submitted to the Governing Board. If one half plus one of its members endorse the proposal, it shall be then submitted for consideration to the Assembly of the ORGANIZATION. Such an amendment may be approved with the support of two thirds of the members. Failure to get this support shall result in the rejection of the proposal or its postponement to a further instance.
SECTION 9 – OFFICE LOCATION
The Organization headquarters shall be located in Washington DC, United States of America.
RECOGNITION AT THE INTER-AMERICAN LEVEL:
THE ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS shall be included in the list of social affiliates in OAS Social Dialogue.
SECTION 10 – APPLICABLE LAW
This organization shall be a non-profit association duly constituted in accordance with the provisions of the American laws in force in Washington, D.C.
CERTIFICATE OF CONSTITUTION OF THE ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS
According to the parameters and the guidelines set forth in the items stated above, the appearing parties do hereby unanimously decide to create the ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS, an entity ruled by this certificate of constitution and the bylaws that shall be subsequently drafted to such effect.
ESTABLISHMENT OF THE GOVERNING BOARD
After an election, the Governing Board was established as follows:
President: Ernesto Gutiérrez
First Vice-President: Khaalis Rolle/ Carol Ayoung
Second Vice-President: Enrique de Obarrio (Panama)
Secretary: James Fendell.
Assistant Secretary: Joyce Higginns de Ginatta
Treasurer: Julio Werthein
Annual Assembly President:
The ratification and/or rectification of the positions duly elected, as well as the election that needs to be conducted to fill the vacancies shall be held during the First Ordinary Assembly. This event has been scheduled on November 2, 2005, in the City of Buenos Aires, Argentina, within the framework of the IV Summit of the Americas.
Without detriment to the provisions set forth under Section 8 of these Bylaws, the purpose of the duly appointed Governing Board shall be to complete the formal and legal process for the establishment of this association.
ESTABLISHMENT OF THE EXECUTIVE BOARD
After an election, the Executive Board has been established as follows:
Subregion: Caribbean
President: Khaalis Rolle/ Carol Ayoung
Subregion: Central America, Panama, and the Dominican Republic
President: Marco Vinicio Ruiz
Secretary: Antonio Fletcher
Subregion: Andean Countries
President: Eugenio Marulanda
Subregion: Southern Cone
President: Carlos de la Vega
Secretary: Carlos Jorquiera
Subregion: North America
President: John Murphy
The ratification and/or rectification of the positions duly elected, as well as the election to fill the vacancies shall be held during the First Ordinary Assembly. This event has been scheduled on November 2, 2005, in the City of Buenos Aires, Argentina, within the framework of the IV Summit of the Americas.
Without detriment to the provisions set forth under Section 9 of these Bylaws, the fundamental purpose of the Executive Board duly appointed shall be to complete the formal and legal process for the establishment of this association.
CONFORMITY
In the City of Washington, D.C., United States of America, on this 14th day of the month of September of the year 2005, the business executives and representatives from the signatory business entities do hereby appear and agree to stamp their hands as an act of their free and voluntary will on these Bylaws and on the Certificate of Constitution of the ORGANIZATION OF THE PRIVATE SECTOR OF THE AMERICAS. We do also hereby enclose to these presents the support and adherence letters received from different companies and business entities from the Hemisphere in connection with this initiative. IN TESTIMONY OF their agreement, the appearing parties do hereby sign these presents in twelve (12) samples of the same tenor and to one sole effect, out of which six (6) are written in Spanish, and six (6) in English.
