Amended and Restated BY-LAWS of the PARTNERS OF THE AMERICAS, INC. July 26, 2003 ARTICLE I. PRINCIPAL OFFICE The principal office of the Partners of the Americas will be in Washington, D.C. ARTICLE II. PURPOSES The Partners of the Americas is a private, apolitical, nonsectarian, non-profit organization, whose purpose is to promote friendship, volunteerism, communication and understanding among the peoples of Latin America, the Caribbean and the United States. The Partners of the Americas links Partnerships representing countries and regions from the Americas for the following purposes, among others: (1) To promote international relationships through joint initiative of the people of the Americas in an active volunteer association so that through common efforts, interchange and mutual cooperation, the common goal of advancing the social and economic well-being of the peoples of the Americas based upon considerations of human dignity and mutual responsibility may be encouraged and otherwise fostered; (2) To work together on common interests such as the educational, cultural, health, social, agricultural, and economic fields, and to aid in every possible manner in the implementation of projects of mutual interest for the American communities; (3) To establish additional avenues of friendship, understanding, involvement, and mutual respect among the peoples of the Americas. ARTICLE III. SEAL The Partners of the Americas may have a seal of such design as the Board of Directors may adopt. The custody of the Seal will be with the Secretary or Assistant Secretary. The Partners of the Americas may also adopt an official “logo” that shall be used in the prescribed fashion only by Partnerships and Chapters and for authorized activities.
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ARTICLE IV. DEFINITIONS SECTION 1. CHAPTER. An association of volunteers duly organized as a national, sub-national or statewide committee for the purposes of the Partners of the Americas and participating in a Partnership in the Partners of the Americas program. SECTION 2. PARTNERSHIP. A bilateral association of a United States chapter and a counterpart Latin American or Caribbean chapter jointly and actively pursuing the purposes of the Partners of the Americas program. SECTION 3. CHARTER. Formal recognition by the Board of Directors that a Chapter or Partnership meets the Requirements for Charter established from time to time by the Board of Directors. SECTION 4. REQUIREMENTS FOR CHARTER. Such (a) organization, (b) program, and (c) implementation standards for chapters and Partnerships as may be adopted and published from time to time by the Board of Directors. ARTICLE V. MEMBERSHIP SECTION 1. MEMBERS. Any United States, Latin American or Caribbean chapter functioning for a separate and distinct geographic region and meeting the Requirements for Charter will be eligible to receive a Charter and become a Member of the Partners of the Americas. An eligible chapter will receive a Charter as a Member upon submission of an application in writing, and review of the application and final approval of the application by the Board of Directors. SECTION 2. REGULAR REVIEW OF MEMBERS. On a regular basis to be determined by the Partnership Development Committee of the Board of Directors, and taking into account the particular circumstances of individual Members, and with the objective of reviewing all Members from time to time, the Partnership Development Committee will review the activities of each Member to determine whether the Member is in compliance with the Requirements for Charter, and such Standards of Excellence and other criteria as may be established and published from time to time by the Board of Directors. A Member determined by the Partnership Development Committee to be in compliance with the Requirements for Charter and such Standards of Excellence and other criteria adopted by the Board of Directors will be deemed to be a Member in Good Standing. SECTION 3. TERMINATION OF MEMBERS. Membership may be terminated or suspended only upon review and final action by the Board of Directors upon the recommendation of the Partnership Development Committee and following a Peer Consultancy Process or such other requirements and procedures established from time to time by the Partnership Development Committee. SECTION 4. REVOCATION OF MEMBERSHIP FOR CAUSE. Upon the recommendation of the Partnership Development Committee, the Board of Directors, 2
upon two-thirds majority vote and without prior notice, may suspend for cause membership in the Partners of the Americas of any Member. The Partnership Development Committee will notify promptly the affected Member of such suspension, will provide an opportunity to be heard with respect thereto at the next meeting of the Board of Directors, and may at such meeting or any succeeding meeting revoke the membership of the affected Member. ARTICLE VI. EQUAL OPPORTUNITY The Partners of the Americas will allow and encourage participation in all of its programs and endeavors by all individuals and groups without regard to and will not discriminate on the basis of race, color, gender, religion, national or ethnic origin, sexual orientation, physical handicap or disability, age, marital status, family responsibilities, matriculation, political affiliation, or any other areas of discrimination prohibited by applicable law. ARTICLE VII. MEETINGS OF THE PARTNERS OF THE AMERICAS SECTION 1. MEETINGS.
a. Congress. An annual meeting, referred to as a Congress, of the Members of the Partners of the Americas will be held. The Board of Directors will determine the date, time and place of the Congress and appoint a President of the Congress to convene and preside over all meetings of the Congress; provided however, that the position of President of the Congress will alternate between a person resident in the United States and a person resident in Latin America or the Caribbean. b. Notice. At least sixty days' advance written notice of the date, time and place of the Congress, and a provisional agenda will be given to the Members of the Partners of the Americas. c. Representation and Participation. Each Member may designate a single voting Delegate to represent it at the Congress. Each Member will annually certify to the Partners of the Americas in writing and attested by its Secretary, the identity of its highest elected officer. It is expected that the highest elected officer of each Member will be the Delegate and such individuals will be so recognized by the Partners of the Americas; provided, however, that by appropriate action and certification to the Partners of the Americas, any Member may designate an alternate to represent the Member at such meeting. Officers, board members, individuals representing Members, and the President of the Partners of the Americas may participate in discussions and debates. However, only the Delegate of each Member in Good Standing will be entitled to vote, with each Member having only one vote. d. Quorum. Unless otherwise provided for in these By-Laws, the Articles of Incorporation, or by statute, Members in Good Standing having at least one-tenth of the votes entitled to be cast shall constitute a quorum. A provision for 3
absentee voting, established by the Elections Committee, will allow Members in Good Standing to be present for purposes of establishing a quorum. e. Authority of Members and Congress. The sole authority and responsibility of the Members and the Congress shall be to elect the members of the Board of Directors from the chapters as provided in Article IX, Section 1, but an annual report of the actions of the Board of Directors shall be presented to the Congress at an annual meeting and there shall be a reasonable opportunity for debate and discussion and for the introduction and debate of Advisory Resolutions. SECTION 2. VOTING.
a. Eligibility and Participation. No Member will be permitted to vote in the election for members of the Board of Directors or to participate in debate or discussion or offer Advisory Resolutions at the Congress unless such Member is in Good Standing and unless such Member has paid the established dues to the Partners of the Americas. b. Elections. Unless otherwise provided for in these By-Laws, the Articles of Incorporation, or by statute, Members in Good Standing who are either present in person or voting by absentee ballot shall elect the members of the Board of Directors from the chapters. The affirmative vote of a majority of the Members casting votes is not required for the election to the Board of Directors. c. Ballots and Counting of Votes. Voting delegates who are either present in person or voting by absentee ballot shall vote for one candidate among the nominees from each region seeking election to the Board of Directors and the candidate receiving the highest number of votes for each open position on the Board of Directors shall be designated to fill the openings on the Board of Directors d. Tie Votes. Tie votes for the election of the members of the Board of Directors from the chapters will be resolved by a run-off ballot to take place immediately upon announcement of a tie vote. Voting delegates present in person will be permitted to cast a new ballot. Previously received absentee ballots will be counted in the run-off ballot if the absentee ballot contains the name of at least one of the remaining candidates. In the event a tie cannot be resolved with one runoff ballot, the tie votes will be resolved by drawing straws. e. Absentee Voting. A provision for absentee voting, established by the Elections Committee, will allow Members in Good Standing to be present for purposes of establishing a quorum and to vote by mail, facsimile, or electronic mail in the election of members of the Board of Directors from the chapters. SECTION 3. RESIGNATIONS. Any delegate or member of the Board of Directors may resign at any time. Any such resignation will be made in writing, signed, forwarded to the Chairperson of the Board of Directors and such resignation will take effect at the time specified therein, and if no time is specified, at the time of its
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receipt by the Chairperson of the Board of Directors. The acceptance of a resignation will not be necessary to make it effective. ARTICLE VIII. ANNUAL DUES AND CONTRIBUTION TO PARTNERS OF THE AMERICAS FOUNDATION. SECTION 1. ANNUAL DUES. The Board of Directors will establish the amount of annual dues to be paid by each Member and dates for payment. SECTION 2. CONTRIBUTION TO PARTNERS OF THE AMERICAS FOUNDATION. The Board of Directors may make periodic or special contributions of Partners of the Americas’ funds to the Partners of the Americas Foundation, a non-profit corporation established under District of Columbia law to promote the purposes and goals of the Partners of the Americas. ARTICLE IX. BOARD OF DIRECTORS SECTION 1. BOARD OF DIRECTORS. The Board of Directors will consist of up to twenty-two persons consisting of (i) one director from chapters in each of the following regions of the Partners of the Americas, the Caribbean, Central America, Mexico, the Northern Region of Spanish-Speaking South America (Colombia, Ecuador, Peru and Venezuela), the Southern Region of Spanish-Speaking South America (Argentina, Bolivia, Chile, Paraguay and Uruguay), (ii) two directors from chapters in Brazil, (iii) five directors from chapters in the United States, (iv) not less than seven nor more than nine directors elected by the Board of Directors after consultation with the Board Development Committee, and (v) the President of the Partners of the Americas, who shall vote only for the purpose of breaking a tie vote. a. The twelve directors elected by the Members will be elected at large by the Members of the Partners of the Americas at the Congress following nomination by or for their respective regions. b. The directors elected by the Board of Directors will be among those identified and proposed by the Board Development Committee taking into account the particular needs of Partners of the Americas and to the extent feasible to achieve geographic balance on the Board of Directors. SECTION 2. TERM. Members of the Board of Directors will serve for terms of three years or until their successors are elected, and their terms will be staggered to the extent feasible in order to assure election each year of approximately one-third of the members of the Board of Directors. In no event may a person serve continuously more than two full terms as a member of the Board of Directors. SECTION 3. REMOVAL OR SUSPENSION FOR CAUSE. Upon two-thirds majority vote, and without prior notice, the Board of Directors may suspend for cause any member of the Board of Directors. The Board of Directors will notify promptly the
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affected member of such suspension, will provide an opportunity to be heard with respect thereto at the next meeting of the Board of Directors, and may at such meeting or any succeeding meeting upon two-thirds majority vote, remove such member of the Board of Directors. SECTION 4. MEETINGS. The Board of Directors may make its own rules and establish its own procedures and will meet at such dates, times and places as it determines; provided, however, that the Board of Directors is expected to meet at least three times annually. A majority of the Board of Directors will constitute a quorum, and in every case the affirmative vote of a majority of the members present and voting will be necessary for the adoption of any resolution except as otherwise provided herein. No action of the Board of Directors at which a quorum is present will be invalidated because of a vacancy on the Board of Directors. SECTION 5. DUTIES, RESPONSIBILITIES AND AUTHORITY. The duties, responsibilities and authority of the Board of Directors will be, in addition to those imposed or permitted by-law and the Articles of Incorporation: a. To exercise all the powers and to control and manage the affairs and property of the Partners of the Americas; b. To appoint a President and fix his or her compensation;
c. To establish general and specific guidelines and long-term goals for the Partners of the Americas program and to monitor their implementation; d. To assume a leadership role in raising the funds necessary to assure the success of the Partners of the Americas; e. To approve the operating plan, establish and oversee the budget, establish investment strategies, and determine the allocation of the financial resources available to the Partners of the Americas. f. To designate the banks and/or other financial institutions and advisers that will act as depositories and investment managers and brokers for the funds of the Partners of the Americas, and designate those individuals who will be authorized to draw checks and drafts against such funds, and instruct such advisers and managers. SECTION 6. COMMITTEES. To assist in carrying out its functions and to advise and consult, the Board of Directors shall establish from among its members the following Standing Committees that are authorized to act for and in the name of the Board of Directors during periods between meetings of the Board of Directors and Special Committees to which both members of the Board of Directors and other persons may be appointed:
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a. Partnership Development Committee (Standing Committee). Principal functions include strengthening Partnerships and Partner Chapters, establishing and enforcing the Standards of Excellence and Requirements for Charter, establishing and communicating Minimum Requirements applicable to potential nominees seeking election by the Members to the Board of Directors, issuing charters, planning and leading the Congress, identifying issues of concern to Members and Partnerships and assuring meaningful communications and opportunity for dialogue among them and with the Partners of the Americas. b. Program Management and Resources Committee (Standing Committee). Principal functions include fund raising, corporate, governmental and institutional relationships, public relations, and profile and image development, program development and oversight, and budgetary matters. c. Elections Committee (Special Committee). Principal functions include developing and managing the process for elections. The Elections Committee will conduct elections in a manner consistent with these By-Laws and procedures established by and judgments exercised by the Elections Committee with respect to conduct of elections shall be determinative. The Elections Committee: (i) not less than one hundred and five days before the election will solicit nominations for the Board of Directors from the Members; (ii) with the advice of the Board Development Committee, will solicit from among the Members such additional nominees as may be necessary or desirable to establish and maintain a balance of skills and talents among the nominees for each open position on the Board of Directors, and; (iii) not less than thirty days prior to the Congress (annual meeting) will distribute to the Members a list of all qualified nominees with biographical material together with the acceptance of the nominees by the Elections Committee and an absentee ballot to be used in the event a delegate cannot attend the Congress (annual meeting). No member of the Elections Committee may be nominated for election to the Board of Directors while serving on that Committee. The Elections Committee will be comprised of at least two persons from the United States and two persons from Latin America and the Caribbean. d. Board Development Committee (Special Committee). Principal functions include identifying, recruiting, introducing, reviewing qualifications and recommending individuals with skills and talents needed on the Board of Directors, on special committees, and as officers of Partners of the Americas. In seeking nominees, the Committee will consider skills, talents, geographic diversity and the needs of Partners of the Americas, as expressed by the Board of Directors from time to time, in order to establish and maintain a balance of perspectives, among the officers and members of the Board of Directors. The Board Development Committee will be comprised of at least two persons from the United States and two persons from Latin America and the Caribbean. e. By-Laws Committee (Special Committee). Each year the Chairperson of the Board of Directors will appoint a By-Laws Committee. The By-Laws
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Committee will be comprised of at least two persons from the United States and two persons from Latin America and the Caribbean. f. Other Committees (Special Committees). To assist in carrying out its functions and to act during periods between meetings of the Board of Directors, the Board of Directors may create a standing Executive Committee to advise the Board of Directors or the Chairperson may create such special committees as they deem desirable from time to time to advise and consult. SECTION 7. VACANCY. The Board of Directors on an interim basis may fill any vacancy in the Board of Directors. ARTICLE X. ACTION WITHOUT MEETING Any election which may take place at an annual meeting (Congress) or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Members in Good Standing or members of the Board of Directors as the case may be. Such consent will have the same force and effect as a unanimous vote. ARTICLE XI. WAIVER OF NOTICE Whenever notice is required to be given to any Member or member of the Board of Directors under the provisions of law or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or Member entitled to such notice, whether before or after the time stated therein, will be equivalent to the giving of such notice. Attendance at any meeting will be equivalent to the execution of a waiver. ARTICLE XII. OFFICERS SECTION 1. OFFICERS. The officers of the Partners of the Americas will be a Chairperson of the Board of Directors, a Vice Chairperson of the Board of Directors, a Treasurer, and a Secretary who shall be elected by the Board of Directors from among its members. The Board of Directors will appoint a President and establish qualifications for such Vice President(s) and an Assistant Secretary and an Assistant Treasurer, as it deems necessary. The President, once appointed, is the chief executive officer of the Partners of the Americas. SECTION 2. ELECTION OF OFFICERS
a. Two persons resident in the United States and two persons resident in Latin America or the Caribbean will fill the officer positions of Chairperson, Vice Chairperson, Treasurer and Secretary.
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b. The position of Chairperson will be filled by a person resident in the United States, or by a person resident in Latin America or the Caribbean. The position of Vice Chairperson will alternate with the position of Chairperson each term so that one such office will be filled by a person resident in the United States and the other position by a person resident in Latin America or the Caribbean. c. Treasurer. d. A person resident in Latin America or the Caribbean will fill the position of Secretary. SECTION 3. TERMS OF OFFICE. The terms of office of the Chairperson of the Board of Directors, Vice Chairperson, Treasurer and Secretary will terminate when their terms as members of the Board of Directors end and their successors are elected; provided, however, that in no event may any officer serve more than one full three-year term in any one office. SECTION 4. REMOVAL OR SUSPENSION FOR CAUSE. Upon two-thirds majority vote, and without prior notice, the Board of Directors may suspend for cause any officer of the Partners of the Americas. The Board of Directors will notify promptly the affected officer of such suspension, will provide an opportunity to be heard with respect thereto at the next meeting of the Board of Directors, and may at such meeting or any succeeding meeting, upon two-thirds majority vote, remove such officer. SECTION 5. VACANCIES. In the event of the resignation, removal for cause, or death of the Chairperson of the Board of Directors, Vice Chairperson, Secretary or Treasurer, the Board of Directors may fill the vacancy on an interim basis. SECTION 6. DUTIES AND POWERS. A person resident in the United States will fill the position of
a. Chairperson of the Board. It will be the duty of the Chairperson to preside at all meetings of the Partners of the Americas, and the Board of Directors. The Chairperson is the senior elected officer of the Partners of the Americas, and will have such duties as may be assigned from time to time by the Board of Directors, and is authorized to appoint such committees for advice and consultation as the Chairperson deems advisable and to appoint members to special committees created by the Board of Directors. b. Vice Chairperson of the Board. The Vice Chairperson will serve as Acting Chairperson in the event of the absence, resignation, removal for cause, or disability of the Chairperson, and will have such other powers and duties as the Chairperson, or Board of Directors, may delegate. c. Secretary. The Secretary will be responsible for the minutes of all Annual Meetings of the Partners of the Americas and the meetings of the Board of
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Directors, and will issue proper notices of all such meetings and will perform other such duties as will from time to time be assigned by the Board of Directors. d. Treasurer. The Treasurer must have experience in financial management matters at the executive level. The Treasurer will be responsible for the collection of all monies whatsoever due the Partners of the Americas and have custody of the funds for the Partners of the Americas and place the same in such depositories as may be approved by the Board of Directors. The Treasurer will oversee the preparation of regular reports at the direction of the Board of Directors and will oversee the preparation of an annual report to be presented to the Board of Directors after audit by a firm of chartered or certified public accountants approved by the Board of Directors. The Treasurer will perform such other duties as may be assigned by the Board of Directors. The Treasurer will, at the expense of the Partners of the Americas, furnish a bond approved by the Board of Directors in such sums, as the Board of Directors will prescribe. e. President. The President will be the chief executive officer of the Partners of the Americas and will direct the day-to-day activities of the Partners of the Americas in a manner prescribed by the Chairperson and the Board of Directors and will have the authority to appoint the Vice President(s). f. Vice President(s). The Vice President(s) will have such qualifications as the Board of Directors may require. The Vice President(s) may be appointed and terminated by the President and will be responsible for such duties as will from time to time be assigned by the President. g. Assistant Secretary. The Assistant Secretary will have such qualifications as the Board of Directors may require. The Assistant Secretary will be responsible for such duties as will from time to time be assigned by the Board of Directors, the Chairperson, the President or the Secretary. h. Assistant Treasurer. The Assistant Treasurer will have such qualifications as the Board of Directors may require. The Assistant Treasurer will be responsible for such duties as will from time to time be assigned by the Board of Directors, the Chairperson, the President or the Treasurer. i. Multiple Offices. No individual may simultaneously hold more than one of the above-mentioned offices. j. Bonds. Bonds will be furnished by such officers in such amounts as the Board of Directors will prescribe. The Partners of the Americas will pay all costs. ARTICLE XIII. INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 1. INDEMNIFICATION. The Partners of the Americas will indemnify each member of the Board of Directors and each officer, whether or not then in office, against all expenses actually and necessarily incurred, including but not 10
limited to judgments, costs, and counsel fees, in connection with the defense of any action, suit, or proceeding to which he or she is made a party because he or she is or was a board member or officer of the Partners of the Americas. There will, however, be no right to indemnification in relation to any matter in which any such person has been adjudged liable for gross negligence or reckless misconduct in the performance of his or her duties to the Partners of the Americas. The foregoing right of indemnification will not be deemed exclusive of any other right to which such board member or officer may be entitled under any by-law, agreement, resolution, statute, court decision, or otherwise. SECTION 2. INSURANCE. The Partners of the Americas will have the power and authority to purchase and maintain insurance on behalf of any current or former board members or officers against any liability asserted against such person as a result of his or her status as a board member or officer of the Partners of the Americas. ARTICLE XIV. FISCAL YEAR The fiscal year of the Partners of the Americas will commence on January 1 of each year and end on December 31st of each year. ARTICLE XV. RULES OF ORDER Unless otherwise prescribed by these By-Laws, the Articles of Incorporation, or by duly adopted resolution of the Board of Directors, as the case may be, meetings of the Board of Directors and the annual meeting (Congress) and all committee meetings will be conducted in accordance with the procedures of Robert's Rules of Order. ARTICLE XVI. AMENDMENTS These By-Laws may be amended, repealed, or altered, in whole or in part, by the Board of Directors. The Board of Directors, any Member of the Partners of the Americas, or the By-Laws Committee may propose amendments to these By-laws, which the By-Laws Committee will consider. Any proposed amendments and the report and recommendations of the By-Laws Committee with respect thereto will be sent to the Board of Directors and circulated to the Members at least sixty days before the Board meeting at which the Board of Directors may consider and act upon such amendments.
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