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INTER-AMERICAN CHAMBER OF SHIPPING AGENT NATIONAL ASSOCIATIONS

FIRST SECTION:

NAME, DOMICILE AND DURATION

Article 1.- Under the name of CIANAM (INTER-AMERICAN CHAMBER OF SHIPPING AGENT NATIONAL ASSOCIATIONS), a civil, private, non-profit, international scope association is constituted, without legal capacity, to be governed by the provisions set forth herein, and by the applicable local and international rules and regulations.
Article 2. - The domicile of the Chamber shall rotate among each of the countries where the designated President resides.
Article 3. - The duration of the Chamber in time shall be indefinite.

SECOND SECTION:

GOALS

Article 4. - The main goal of the Chamber is to promote, in harmony with the highest Inter-American interests, the rights and interests of the Shipping Agents. CIANAM represents the unity of its members and their will to mutually coordinate and collaborate for the defense of the legitimate interests of Shipping Agents and water-borne transport, as well as those of the international sea trade and the shipping port activity.
In connection with this goal, the Chamber will work to:
a) Coordinate, defend and represent in the international scene the general interests of Shipping Agents and its representative institutions.
b) Promote the development of water borne transport, port operations, and other related activities, furthering the coordination between the entities involved in the regional or international transport and trade of each of the countries.
c) Work to standardize the port and shipping procedures of each country with the internationally accepted treaties, regional regulations, and common practices.
d) Submit to the national and international legislative administrative and legal authorities, the requests and proposals deemed useful to shipping, transport, port activities, and other activities connected with the foreign trade of each country.
e) Provide the national legislative, administrative and legal authorities, all reports deemed convenient regarding the activities included in the goals of the Chamber, thus constituting an organism that will support and advise the official sector of the countries of its members.
f) Collaborate, participate and/or associate with other national, regional or international public or private organizations considered to be of interest for the goals pursued by the Chamber.
g) Compile, analyze and inform to the members rules and regulations of port and customs activities, labor and tax aspects, statistics, port infrastructure, service tariffs, dues and taxes involved in international transport of the various Latin American countries furthering the exchange between the members of the Chamber.
h) Advise the members on issues of common interest related to their activities.
i) Coordinate, upon members' request, studies and investigations on issues related to the above stated activities, and organize seminars and conferences to divulge the issues of interest for the Chamber.
j) Expedite the training of all involved in the shipping and port activities, for which ends the chamber may constitute or cooperate in the creation of institutes dedicated to these activities.
k) Favor those policies which tend to minimize the impact on the ecosystem and preserve the environment, promoting the symmetry of the standing regulations on the matter, in the members' countries.

THIRD SECTION:

THE MEMBERS, THEIR RIGHTS AND OBLIGATIONS

Article 5. - Membership is for the Shipping Agent Associations legally constituted in their countries of origin. The number of members is limited to only one Chamber representing the activity of Shipping Agents in each country.
Article 6. - Any entity applying for membership shall submit an application declaring knowledge and acceptance of these By-laws, presenting as well evidence of compliance with the requirements, including the Social Bylaw.
Article 7.- Membership shall be approved by the Board, by simple majority of votes.
Article 8. - Members' rights:
a) To have a say and vote in the deliberations of the bodies which constitute the Chamber subject to compliance with all the social obligations.
b) To appoint a representative to conform the Board.
c) To request the intervention of the Chamber in relevant issues which fall within its goals.
d) To participate in all activities of the Chamber, use the services and request at any time the study of proposals convenient to it and the members.
e) To request from the General Secretariat information on the operation of the Chamber, its management and everything concerning the tasks performed.
f) To mention the membership within the industry and related activities and to use the social insignia.
Article 9. - Members' obligations:
a) To comply and enforce compliance with these By-laws and the regulations and resolutions of the Assemblies and the Board.
b) To collaborate in such a way that the entity may duly carry out its goals and functions.
e) To furnish the information of the members' country as requested.
f) To participate in the tasks and jobs assigned.
g) To pay the dues and membership fees as applicable.
The dues and membership fees must be considered and approved by two thirds of the members.
The membership fees may not be modified before 1 (one) year of their being in force, excepting unforeseen circumstances, to be specially considered and analyzed.
h) To communicate any modifications in the member's By-laws, the renewal of authorities, change of domicile and any other circumstance of interest for the Chamber.
Article 10. – Members will lose their membership in the following circumstances:
a) The non-compliance of the requirements and obligations as per these By-laws and resolutions issued by the General Assembly.
b) Voluntary submittal of the membership cancellation.
Article 11. - The Chamber may expel and/or suspend the member organizations with justified causes.
Both in the case of loss and suspension of the membership rights, the Chamber must duly notify the member, who will have 30 days to appeal via e-mail so that the Board may consider the defense.
c) The Chamber shall have a maximum of 180 days to notify the member of the suspension of its membership rights.
Article 12. - From the moment of the delivery of the notice of expulsion, the member Chamber shall loose its right to have their say, as well as no longer having access or rights to any benefit obtained or furthered by the Chamber.

FOURTH SECTION:

THE ORGANS OF THE ASSOCIATION

Article 13. - The Chamber shall have the following Organs:
a) General Assembly
b) The Board
c) General Secretary

Article 14. - The General Assembly is the Chamber's highest authority, and it is empowered to issue any resolution it may consider beneficial for the general interest of the organization as long as it does not contravene express regulations set forth herein.
Article 15.- The General Assemblies may be ordinary or extraordinary and shall be constituted by the member authorities, and they may be called upon and resolutions may be taken according to the quorum set forth herein. The General Assemblies shall take place in the domicile determined by the members in each country where they are held.
The Ordinary General Assembly will meet once a year and the Extraordinary General Assemblies whenever summoned.
Article 16. - The member institutions shall have a say and vote in the deliberations as long as they are in compliance with the requirements outlined in these By-laws.
Article 17. - The resolutions of the Assemblies shall be reached by simple majority of votes of the members attending the assembly, except for the cases where a special majority is called for.
Article 18. - In case of a draw, the President of the General Assembly shall have the right to a double vote.
Article 19. - The Ordinary General Assembly shall meet once a year at the headquarters of the Chamber or in any other represented country.
Article 20. - The Extraordinary Assembly shall meet upon request of the President of the Chamber or if requested by a minimum 25% of the member institutions.
Article 21. a) The meeting shall be summoned with 45 days notice in writing and with proof of receipt, indicating the agenda, place and date where it is to take place.
b) In case of great urgency, as per article 11 of this Bylaw, the summons notification shall be reduced to 15 days.
Article 22. - The quorum of the Assembly shall be constituted with the attendance of half the members plus one. The assembly shall meet validly on second summons half an hour later with whatever number of member institutions in attendance.
Article 23. - The Ordinary General Assembly shall consider the following topics:
a) Reading of the previous minutes.
b) The Annual Report for the period ending on December 31st of each year, as well as the budget proposed for the next fiscal year.
c) The topics included in the agenda, in compliance with the provisions set forth herein.
d) Election of the President and Vice President of the Board. The designation of a Secretary General shall fall on the Executive Vice President, General Director or General Manager of the Chamber of the country hosting the CIANAM Presidency.
Article 24. - The General Assembly must:
a) Confirm the members of the Board among those proposed by each of the members and appoint the Board's President and Vice President.
b) Correct and reform these By-laws with a minimum of three quarters of its members with right to vote.
c) Confirm proceedings and agreements subscribed by the Board.
d) Approve the internal regulation of the Board.
e) Analyze and approve the activity plan.
f) Evaluate and judge the budget, the annual report presented by the Board, the balance sheet and the financial situation of the entity.
g) Decide upon the dissolution of the Chamber and the use of the assets.
h) Decide upon any other topic of interest for the Chamber.

Article 25. – The Board is the organ responsible for the administration of the Chamber.

Article 26.- The Board shall be presided by the representative appointed by the Ordinary General Assembly whose appointment shall last for a period of two years from the time of election until the time of designation of the successor. The President may be reelected for another two year period.

Article 27.- The Board shall be formed by a President, two Vice Presidents who, according to their rank, will replace the President with the same attributions in case of death, resignation, absence or inability, a Treasurer, and three Members selected among the representatives proposed to the Assembly by the members.

Article 28. - The assignment is honorary.

Article 29. - Duties and attributions of the Board:
a) Comply and enforce compliance of the provisions of the by-laws, regulations and resolutions of the assemblies.
b) Issue the necessary regulations for the operation of the organisms of the institution.
c) Interpret the by-laws in accordance with the general principles of law and the purposes of the institution.
d) Summon General Assemblies and establish the agenda.
e) Consider the applications of the organizations applying for membership.
f) Authorize the celebration of agreements with entities and the necessary contracts for the efficient operation of the administration.
g) Propose at the Ordinary Annual Assembly the yearly fees of the member entities.
h) Study the proposal of expenses for the entity and authorize their execution.
i) Entrust special assignments to the association's member entities.
j) Constitute committees and seek advise.
k) Appoint representatives of the Association for conferences and other events sponsored by member entities or other similar entities to which the entity were invited to or must participate.
l) Organize conferences, courses and other training events.
m) Propose to the national authorities of the member countries the adoption of adequate measures in order to further the goals pursued by the Chamber.
n) Provide instructions to the General Secretary for the execution of special resolutions.
o) Adopt measures which, due to their urgency, cannot wait for the meeting of an assembly, to be accounted for at the next assembly.

Art. 30.- The Board shall meet as necessary according to the provisions of article 32 h).
However, it shall also be empowered to solve urgent matters via e-mail, or other means, pronouncing each their own opinion with a signature electronically registered at the General Secretary.

Art. 31 - The Board shall meet with the attendance of half its members plus one. The decisions shall be adopted by majority of votes of the attending members. If a member, due to justified reasons, cannot attend to a meeting he may voluntarily grant a power of attorney to another member to represent him voting in his name. In this case, he shall notify the Chamber in advance about his absence and the appointment of another of the members of the Board. In case of a draw in the vote, the President's vote shall decide.
The reconsideration of any resolution of the Board may only be accepted with the vote of over two thirds of the members attending a new meeting.

Art. 32 - Duties of the President:
a) Exercise the legal representation of the Association.
b) Chair the meetings of the Board.
c) The President's vote decides the cases of draws.
d) Summon the Board meetings, whenever urgent issues need to be addressed or when requested by over half the member entities, which is the members' right.
e) Comply and enforce compliance of the resolutions of the Board's Assemblies.
f) Supervise the acts of the General Secretary.
g) Appoint special committees and request advise appointing the necessary people for this, who can be outside the association and be paid accordingly.

General Secretary:
Art. 33 - The General Secretary is the Chamber's executive organism and its head will have the following powers and obligations:
a) To comply and enforce compliance of the provisions of the By-laws and the resolutions issued by the Board.
b) Manage the assets and funds of the entity, controlling the financial, bookkeeping and other similar operations of the Chamber, duly accounting for its performance.
c) Keep in custody the entity's files and belongings.
d) Propose the appointment of the staff required by the entity, for those functions provided for in the pertinent budget.
e) Carry out all the necessary transactions to comply with the purposes of the entity, in accordance with the By-laws and the resolutions adopted by the Chamber's authorities.
f) Write the annual report of activities, balance sheet and expense and resource accounts to be considered at the respective General Assembly.
g) Manage and supervise the work of the staff hired by the entity.
h) Propose to the President or the Board the adoption of sanctions against the staff due to serious infringements and/or the termination of temporary contracts.
i) Act as Secretary in the Board meetings.
j) Summon the Board as called for.
k) The General Secretary shall have its seat at the country hosting the CIANAM Presidency, shall be headed by the Executive Vice President or General Manager of the local Member Chamber and the period in office shall be the same as that of the CIANAM Presidency.

FIFTH SECTION:

ASSETS AND RESOURCES

Article 35- The Chamber is empowered, subject to the Board's approval, to:
a) Acquire assets and take on obligations as well as carry out all necessary operations to ensure its functioning.
b) Acquire and manage goods and real estate.

Article 36. – The assets of the Association shall be constituted by:
a) The current assets of the entity, those to be acquired in the future and the income produced by same.
b) Fees and other contributions by the member entities.
c) Donations, estates or subsidies granted to the entity.
d) The profit produced by any lawful activity carried out by the chamber.
e) The ordinary and extraordinary earnings which could be established for other items in accordance with the provisions of these by-laws.

SIXTH SECTION: REFORM AND DISSOLUTION

Statutory Reforms
Art. 37. The provisions of these By-laws may only be modified through an Extraordinary General Assembly called ad hoc by the Board or upon request of at least fifty percent of the member entities who are up to date with their statutory obligations. The summons notification must mention the articles proposed to be modified or substituted.
Art. 38 - The favorable vote of three quarters of the attending entities is required for the approval of the By-laws modifications.

Dissolution of the Entity:
Art. 39. The Chamber can only be dissolved by resolution of an Extraordinary General Assembly summoned ad hoc. The vote of three quarters of the member entities is necessary to proceed with the dissolution.
Art. 40. If the dissolution is decided, the liquidation will ensue and the cancellation of all obligations, and the balance, if any, shall be donated to a legally established benefic institution to be determined by the Assembly.
Art. 41 - The computation of the periods of time in this By-laws shall be continuous, without distinction between working days and holidays.