By-Laws AmCham Guatemala

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To promote bilateral trade and investment between Guatemala and the United States ..... Chairman, a First Vice President
By-Laws AmCham Guatemala GENERAL PROVISIONS

CHAPTER I NAME AND NATURE ARTICLE ONE (1): The Association "Cámara de Comercio Guatemalteco Americana (GuatemalanAmerican Chamber of Commerce)", hereinafter called the Chamber, is a private, not-for-profit and nonpolitical entity. REGISTERED OFFICE: ARTICLE TWO (2): The Chamber has its registered office in the Department of Guatemala. TERM: ARTICLE THREE (3): The Chamber is organized for an indefinite period. OBJECTIVES: ARTICLE FOUR (4): The objectives of the Chamber are: a.

To promote bilateral trade and investment between Guatemala and the United States of America.

b.

To represent its members' interests before the authorities of Guatemala and the United States of America;

c.

To participate in civic, economic, social and environmental programs of benefit to Guatemala.

d.

To promote the country's socioeconomic development through the activities it carries out and the services its affiliates provide for the public.

e.

To promote legislation that favors its members' activities;

f.

To promote and foster legislation to encourage foreign investment in Guatemalan companies, so that these will become permanently established in the country;

g.

To establish and maintain relations with other domestic or foreign chambers, associations or businesses for the benefit of its members, and promote the achievement of their objectives;

h.

To promote more social responsibility in the community;

i.

To perform any other functions it may or must perform according to its nature and condition for the benefit of the national economy.

To achieve the stated objectives, the Chamber will spare no efforts and will use all the resources available to it. AUTHORITY: ARTICLE FIVE (5): The Chamber may own any assets and enter into any acts or contracts in connection with its incorporation, organization and objectives in Guatemala and do everything it deems necessary or advisable to achieve the purposes for which it was organized.

CHAPTER II Members CLASSIFICATION ARTICLE SIX (6): The following shall be members of the Chamber: a) Active Members: Any person who resides in the Republic of Guatemala or otherwise who is up to date in the payment of dues. There shall be two classes of active members, who shall be entitled to vote at General Meetings of the Chamber: (I) Companies; and (II) Individuals. Companies shall exercise their right to vote through their Legal Representative or any person designated by such Legal Representative, who shall provide credentials. The category of active business members includes corporate members, which is strictly understood to mean those members who belong to a business or corporate group, of which the parent company is the principal member and other companies that are part of the same business or corporate group are active members and are corporate in nature and will therefore pay preferential dues. b) Associate Members: Any person who resides outside the Republic of Guatemala. This class of members may not vote at general meetings of the Chamber. c) Honorary Members: Persons so designated by the Board. This class of members may not vote at meetings of the General Board of the Chamber. To qualify as an honorary member, the person must have carried out or taken part in projects or programs of benefit to the country in social, commercial, labor, environmental, educational and other similar areas at the Board's discretion; and d) Life Members: Persons so designated by the Board. Members in this class may vote at general meetings of the Chamber. To qualify for this class of membership, a person must have actively cooperated and made a significant contribution towards achieving the objectives of the Chamber for not less than five years.

ADMISSION REQUIREMENTS ARTICLE SEVEN (7): To be admitted to the Chamber prospective members shall: a. Meet the requirements established by the Membership Committee, as provided in Article 37. b. Be interested in actively supporting the objectives of the Chamber; c. Complete the application form; d. Pay the admission fee. BECOMING A MEMBER: ARTICLE EIGHT (8): The Board, based on the opinion of the Committee Members, shall consider applications for admission of members of the Chamber submitted by the Membership Committee. a. Life and honorary memberships will be considered at the initiative of the Board and will be granted by a majority vote. b. Honorary membership is granted for a period of one (1) year, renewable for equal periods, as decided by the Board. TERMINATION OF MEMBERSHIP: ARTICLE NINE (9): A membership may be terminated for any of the following reasons: a) Death of the individual member or winding-up in the case of companies; b) Written resignation: c) Failure to pay dues during the six (6) months following the date on which payment is to be made; d) End of residence in the case of active members, without prejudice to their continuation as associate members; e) Expulsion, in the cases and following the procedures outlined in these by-laws. f)

Temporary suspension. Corporate or individual Chamber members who are subject to criminal proceedings may be temporarily suspended when they or another member reports the existence of criminal proceedings against such members. The Membership Committee shall give an opinion and recommendation for this purpose, which will be approved or not approved by the Board. Similarly, if the member shows or evidences that the member is free from liability or that the grounds for the sanction have disappeared, the member may regain its rights through a statement, at the discretion of the Board. Temporary suspension may also become final if so decided expressly by the Board, if the criminal proceedings that led to the temporary suspension result in a conviction, and after having complied with the provisions of Article forty-four (44) of these by-laws. Membership may also be temporarily suspended if so requested by a member to

prevent impairment of the reputation of the Chamber. The procedure for temporary suspension is set forth in article forty-four of Chapter V, Disciplinary Provisions, of these by-laws. g) Separation. Any member may resign at any time by submitting a written resignation to the Board. If the member is in arrears with the Chamber at the time of resignation, the member shall pay any amounts due. A member's death or interdiction, if an individual; dissolution or bankruptcy, if a legal person, shall result in automatic termination. MEMBERS' RIGHTS: ARTICLE TEN (10): The members shall be entitled to: a. Request the services of the Chamber and use its offices and facilities at events or meetings authorized by management, as provided for that purpose by the Board; b. Receive any notices and publications issued by the Chamber for its members; c. Address communications to the Chamber on matters of general interest for action to be taken as determined by the Board; d. Attend all General Meetings, at which they can make motions, participate in discussions and in the case of active members vote on all matters submitted to the consideration of the members; e. Receive a membership card establishing that he is a member. Membership cards will not be issued to members who are not current in their dues. The card will be renewed every year; f. Be listed in the Chamber's directories. Members whose dues are in arrears will not be included; g. Receive the support of the Chamber whenever lawful activities are in any way threatened or interfered with by institutions, organizations, companies or individuals. The Board will decide how to carry out the defense. To that end, the member shall provide details, personally or through associates who may ask to be received by the Board at its next meeting; h. Consult any studies and conclusions the Chamber has reached based on research carried out in accordance with its purposes; i. Receive copies of studies and publications by the Chamber; j. Make proposals to the Board or to the General Assembly regarding matters they deem relevant that help promote the purposes for which the Chamber was created; k. Report to the General Assembly or the Board any procedures they deem inappropriate or unfair on the part of the latter or the administration; l. Complain to the General Assembly or to the Board whenever a member feels that they are not fulfilling the purpose for which the Chamber was created;

m. Any others that pertain to this type of chamber. DUTIES OF THE MEMBERS. ARTICLE ELEVEN (11): The members' duties are: a. To support the goals and objectives of the Chamber; b. To observe and comply with the charter and by-laws of the Chamber, as well as with resolutions of the General Assembly and the Board; c. To prepay any dues and fees as determined by the Board; d. To offer any possible assistance and cooperate to the best of their ability for the betterment of the Chamber; e. to support the actions of the Chamber and assist in defending it against any personal or institutional attacks; f.

To ensure that the actions and decisions adopted by the General Assembly or the Board are honored and respected;

g. To actively participate in any meetings that are convened; h. Any other duties resulting from these by-laws or other provisions validly adopted by the Chamber. DUES: ARTICLE TWELVE (12): The Board shall establish the dues, admission fees and quarterly and annual fees to be paid by active members in advance. Honorary or lifetime members will be charged no fees.

CHAPTER III Bodies ARTICLE THIRTEEN (13): The Chamber will be governed by: a. The General Assembly; b. The Board of Directors; c. The Chairman of the Board; d. The Executive Director. The General Assembly is the supreme authority of the Chamber.

ARTICLE FOURTEEN (14): Unless these by-laws require a special majority, decisions shall be adopted at regular or special meetings of the General Assembly by simple majority, i.e., one-half plus one of the votes cast by members entitled to vote (voting members) present and represented, on their own behalf and on behalf of other members. ARTICLE FIFTEEN (15): Resolutions adopted by the General Assembly are binding on all members without exception, whether or not present or represented at the relevant meeting, provided that the Assembly was legally convened. ARTICLE SIXTEEN (16): The General Assembly shall hold a regular meeting that must be convened by the Board during the first two months of the calendar year. If at the time scheduled for the General Assembly a quorum of at least 10% of the voting members is not present, the meeting shall be validly held one hour later with the duly accredited voting members present and represented. The number of active members of the Chamber shall be ascertained during the Assembly. ARTICLE SEVENTEEN (17): The General Assembly will hold special meetings as agreed by the Board or at the request of at least 10% of the voting members. If at the time scheduled for the General Assembly a quorum of at least 10% of the voting members is not present, the meeting will be validly held one hour later with the duly accredited voting members present and represented. The number of active members of the Chamber shall be ascertained during the Assembly. ARTICLE EIGHTEEN (18): Annual General Meetings shall be convened no more than thirty (30) calendar days in advance through notices published in a major daily newspaper. If the Board so decides, it may convene the meeting again in a second publication not more than fifteen (15) calendar days before the date fixed for the General Assembly. Special meetings shall be convened as far in advance as possible, depending on the urgency of the matter or matters to be discussed, and the notice will state the matters to be discussed at the meeting. A copy of the by-laws and full information on the rules for annual elections shall be sent in the months of November and January prior to the Annual Regular General Assembly to all members. ARTICLE NINETEEN (19): The General Assembly will be chaired by the Chairman of the Board or any member who is elected for that purpose. ARTICLE TWENTY (20): Each associate member shall have one vote. Members may be represented at the General Assemblies by proxy letter, sent as an original or by fax. Proxies may only be given to another member. Any single member may represent up to five (5) members. ARTICLE TWENTY-ONE (21): The duties of the Regular General Assembly are to:

a. elect and remove the members of the Board of Directors and determine the posts each of them is to fill; b. set the maximum limits for operations the Board may carry out and contracts it may enter into; c. consider and approve the Annual Report, the draft budget of income and expenses and the work plan for the following year submitted by the Board; d. establish the ways and the means for obtaining the necessary funds to cover the annual budget and financial needs of the Chamber; e. Whenever appropriate to grant special powers to the Board and/or to any of its members and in certain cases delegate one or more of the powers vested in it; f. consider any matter brought to its attention by the members of the Board of Directors; g. perform any other duties assigned to it by law and these by-laws and decide on the appropriate course of action in operations or situations not covered thereby, which may fall within its purview because of their nature or because they affect the existence and activites of the Chamber. h. The agenda for the General Assembly meeting to be held during the first two months of each year may include the following: I.

To ascertain that there is a quorum;

II. Existence and activities of the Chamber, in areas within its purview; III. To read and adopt the minutes of the previous regular and special General Assembly meeting; IV. To consider the report of the Board of Directors; V. To consider the report of the Treasurer; VI. To consider reports by the Committees; VII. To consider the Income and Expenditure Budget; VIII. Other Matters; and IX. To elect the members of the Board of Directors. ARTICLE TWENTY-TWO (22): Duties of Special General Assemblies: a. To adopt the appropriate procedures for the management and administration of the Chamber and repeal or amend them; b. To amend these by-laws and decide to wind up and liquidate the Chamber; c. To consider any matter submitted to its consideration by a member or members of the Board of Directors;

d. To perform any other duties assigned to it by law and these by-laws and decide on the appropriate course of action in operations or situations not covered thereby, which may fall within its purview due to their nature or because they affect the existence and activities of the Chamber. e. Regular or special matters may be considered at a meeting if stated in the notice. The attendance requirements for special meetings shall apply in any event.

ARTICLE TWENTY-THREE (23): The Board is the main body of the Chamber and shall be made up of a Chairman, a First Vice President, a Second Vice President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, and ten members. Board members shall be active members of the Chamber and elected by the General Assembly by a majority vote at the Annual Meeting referred to in Article Sixteen (16). They shall serve for one year and will take office immediately; their number may be increased or decreased by the General Assembly. Vacancies on the Board shall be filled by its other members and the chosen substitute will hold office for the remainder of the period of the person originally elected. a. The outgoing Chairman shall be an Honorary Member of the Board and hold that distinction until there is a new outgoing Chairman. The Chairman may be reelected by a resolution adopted at the General Assembly for a maximum of two consecutive periods; he may be reelected again when at least two (2) annual periods have elapsed since the last time he was elected, unless the Board decides exceptionally that the chairman may run for one more annual period. ARTICLE TWENTY-FOUR (24): Board members shall be elected by slates. Slates listing the names and positions of the proposed members shall be submitted to the Chamber, without exception, thirty (30) calendar days prior to the Annual General Meeting. No slates will be admitted after the period specified above. The Chamber shall seal each slate to acknowledge receipt thereof and make it available to all members of the Chamber for information. Persons who hold public office or have been nominated or elected for elective office during the election period may not be part of the Board. ARTICLE TWENTY FIVE (25): Voting will be by show of hands on the day the Annual Regular General Assembly Meeting is held. ARTICLE TWENTY-SIX (26): Once the votes are counted or at the end of the election, which must be carried out using mechanisms that generally ensure its transparency and security, the Chairman or the person he designates shall announce the result to all the members present at the Annual General Assembly. ARTICLE TWENTY-SEVEN (27): The Board shall hold regular meetings at least once a month and whenever it deems it advisable. Special Board meetings shall be held whenever they are convened by the Chairman or requested by five (5) or more Board members. In the latter case, the agenda for the meeting will be provided to the members of the Board of Directors at least three (3) days in advance, or as far in advance as possible depending on to the urgency of the matter or matters to be discussed.

ARTICLE TWENTY-EIGHT (28): The attendance of at least five (5) members is required for the Board to meet. Decisions will be adopted by simple majority. In case of a tie, the Chairman shall have the casting vote. The Agenda at all regular Board meetings shall at least include the following: a. Reading and adoption of the minutes of the previous meeting; b. Committee Reports; c. Pending matters; d. Other matters; e. Financial Report for the immediately preceding month. ARTICLE TWENTY NINE (29): The duties of the Board are as follows: a. To comply and ensure compliance with the aims and objectives of the Chamber, these by-laws and resolutions and provisions of the General Assembly and the Board and laws and regulations applicable to the Chamber; b. To manage, administer, direct and regulate the activities, business and property of the Chamber; c. To perform the special duties and tasks assigned to it by the General Assembly, within the limits set by it; d. To consider the annual report, the draft expenditure budget and work plan for the following year; and to submit them in advance for consideration and adoption by the General Assembly at the meeting to be held during the first two months of the year. e. To fix the amount of the quarterly and annual dues and admission fees. f. To submit matters of interest to the Chamber to the members of the Chamber by referendum. g. To carry out and perform the acts and duties within its purview; h. To meet the new members of the Chamber who have been approved by the Membership Committee, and to terminate their membership in the cases contemplated in these by-laws; i. To settle, compromise or resolve disputes; appoint arbitrators and referees; and take any other action required to fulfill the objectives of the Chamber and defend its property, activities and interests; j. To appoint an Executive Director whose main duties are as follows: I.

To supervise the publication of the Chamber's magazine and any other printed or electronic publications;

II.

To manage the office, employees and other resources of the Chamber;

III.

To attend meetings of the Board and Committees and propose to the Board the creation of new committees.

IV.

To follow the instructions of the Chairman of the Board;

V.

Diligently to safeguard the interests and reputation of the Chamber;

VI.

To conduct business and maintain good relations with other chambers;

VII.

Generally to promote business for the benefit of those concerned;

VIII. To promote and ensure the public relations of the Chamber; IX.

To attend and represent the Chamber at Regional Boards, AACCLA or similar meetings, if so decided by the Board, and report on the outcome of his participation;

X.

To organize the various activities of the Chamber, including monthly and other meetings.

XI.

To provide administrative services before and during Board elections. He must, however, abstain from promoting or endorsing any candidate, during business hours of the Chamber and/or using its resources;

XII.

To keep an updated list of members, which will be available at all times to active members. Said updated information shall include the name, address, phone, fax, e-mail address, if any, of the company, the name and position of the representative member. This information will be updated every quarter and thirty (30) days before the General Assembly;

XIII. Any other duties assigned by the Board, or resulting from his duties; XIV. To comply with the by-laws of the Chamber and the resolutions of the Board, as adopted in its minutes. Any matter that exceeds these parameters must be approved by the full Board. k.

To adopt and amend regulations as necessary to properly implement the provisions of these bylaws;

l.

At the discretion of the Board, the Chamber shall establish such offices and facilities as it deems necessary for the development of its functions.

DUTIES OF THE CHAIRMAN: ARTICLE THIRTY (30): The duties of the Chairman of the Board are to: a. Chair General Assembly and Board meetings and legally represent the Chamber; b. Generally to supervise the affairs and interests of the Chamber; c. Consider and approve the appointment of the Chairman of each Committee, unless otherwise directed by the Board. d. With the prior endorsement of the Secretary to sign any obligations of the Chamber, including property deeds and contracts and all communications with any government entity;

e. With the prior endorsement of the Treasurer to sign any statements, contracts and communications regarding taxes and labor, and endorse annual Treasury statements after these have been duly reviewed; f. To call special meetings of the Chamber on behalf of the Board and/or at the written request of at least five (5) members, which request shall state the purpose of the meeting, and fix the date, time and place where any such special meetings will be held, and ensure that notice thereof is given to the members; g. To be an ex officio member of any committees; h. To represent the Chamber in or out of court before the Government, the department, municipalities, the courts of the Republic of Guatemala and the governments of other countries; i. To grant powers of attorney, waive the jurisdiction of its place of business and submit to the jurisdiction of the competent courts. DUTIES OF THE FIRST VICE CHAIRMAN: ARTICLE THIRTY-ONE (31): The First Vice Chairman shall be one of the directors. In the absence of the Chairman, he shall exercise the chairman's authority and perform his duties. DUTIES OF THE SECOND VICE CHAIRMAN: ARTICLE THIRTY-TWO (32): The Second Vice Chairman shall be a director. In the absence of the Chairman and the First Vice-Chairman, he shall exercise the chairman's authority and perform his duties. DUTIES OF THE SECRETARY: ARTICLE THIRTY-THREE (33): The Secretary shall be a director and shall have the following duties: a.

To ensure that complete records are kept of the proceedings of the Chamber and the Board of Directors and sign resolutions as needed.

b.

To countersign any obligations of the Chamber, including property deeds and contracts and communications with government entities, other than those that have to do with tax and labor matters;

c.

To keep a list of all the members and send them notices as appropriate.

DUTIES OF THE ASSISTANT SECRETARY: ARTICLE THIRTY-FOUR (34): The Assistant Secretary shall be a full member of the Board. In the absence of the Secretary, he shall exercise the Secretary's authority and perform his duties. DUTIES OF THE TREASURER: ARTICLE THIRTY-FIVE (35): The Treasurer shall be one of the directors and shall have the following duties:

a. To supervise the proper use and accounting of moneys received and disbursed by the Chamber; b. Together with the Chairman to sign all checks and drafts. c. To submit a financial report at each meeting of the Board of Directors and approve monthly financial statements, which should be made available to active members at their request. Administrative employees must submit monthly financial reports to the Treasurer. d. To countersign any statements, contracts and communications in connection with tax and labor matters. DUTIES OF THE ASSISTANT TREASURER ARTICLE THIRTY-SIX (36): The Assistant Treasurer shall be a full member of the Board of Directors and shall act in place of the Treasurer in the latter's absence. DUTIES OF COMMITTEES: ARTICLE THIRTY-SEVEN (37): There shall be standing and special committees whose members serve for one year as of the first day of January. Each will have a Chairman who shall be appointed by the Chairman of the Board of Directors when the latter takes office. Regulations for the operation of the Committees shall be approved by the Board. The Standing Committees shall include: a. A Membership Committee, whose duty shall be to admit or refuse admittance to new members; b. Any other standing or special committees established by the Chairman [or] the Board, whether proposed by the Executive Director or formally requested by at least five (5) members. Any committee may be dissolved by the Board as it deems appropriate for serious offenses to the Chamber, or for failing to comply with regulations established by the Board.

CHAPTER IV ASSETS AND FINANCIAL PROVISIONS ARTICLE THIRTY-EIGHT (38): The Chamber's assets are made up of the assets, rights and shares acquired under any legal title. It shall achieve its purposes and be financially supported by dues paid by its members and other lawful income it may receive. ARTICLE THIRTY-NINE (39): The assets of the Chamber will be used exclusively to achieve its objectives; it may not distribute profits, dividends, surpluses or other earnings among its members. ARTICLE FORTY (40): No member of the Chamber may claim rights over the Chamber's assets, even if he ceases to be a member thereof or it is dissolved.

ARTICLE FORTY-ONE (41): The assets of the Association shall be audited by auditors appointed for that purpose by the Chamber, signed by them and endorsed by the Chairman.

CHAPTER V DISCIPLINE ARTICLE FORTY-TWO (42): The following shall constitute misconduct by members: a. The failure to fulfill their obligations as members; b. If in the opinion of the Board, the member's participation is detrimental to the good name and reputation of the Chamber; c. If indicted as provided in Article 9, paragraph (f) of these by-laws SANCTIONS ARTICLE FORTY-THREE (43): The Board may apply the following sanctions to any member for misconduct, as applicable: a. Admonition; b. Suspension of active membership, as provided in Article 9 (f) of these by-laws; and c. The Board of Directors, by majority vote, may decide to expel any member for any of the following reasons: I.

Failure to pay dues for two consecutive quarters, or a six-month delay in the case of annual payments;

II. Practices contrary to the aims of the Chamber, or defamation of its principles, in the opinion of the Board; III. A disrespectful attitude toward the Board or any member or members of the Chamber; IV. Whenever any member acts in the name of the General Assembly or the Board or the Chamber without being duly authorized to do so; V. A judicial sentence as provided in Article 9 (f), or for common crimes of a clearly dishonorable nature; VI. For illegal business practices or improper or obviously immoral personal conduct in the opinion of the Board. d. In the above cases the Board simply needs to ascertain the charge by any available means. The accused member may appeal through the Board within ten days of receiving notice of the decision.

PROCEDURE ARTICLE FORTY-FOUR (44): Prior to ordering suspension or expulsion sanctions, the Board shall notify the member in writing of the reasons why it considers it necessary to apply the sanction, suspension or expulsion, and shall give the member a period of not less than five (5) days and not more than ten (10) for submitting arguments in writing in his defense. Whether the member replies or not, the Board shall within fifteen (15) days issue the relevant resolution, which shall be notified to those concerned within five (5) days from the date of the resolution. When the resolution involves termination or expulsion sanctions, it may be appealed to the General Assembly, which will consider the matter at its next regular or special meeting and make a final decision. Until the General meeting considers the question any penalty may be implemented, but it will be temporary in nature until it is finally resolved. APPEAL ARTICLE FORTY-FIVE (45): In the event that sanctions are imposed, the member affected by the resolution of the Board may appeal against it within three (3) days of receiving notice. The appeal will be heard and decided by the General Assembly at its next meeting. The General Assembly shall make a final decision regarding the appeal after hearing the appellant and gathering reports and/or carrying out any investigation it deems appropriate or is proposed by the appellant. Decisions adopted by the General Assembly shall be final.

CHAPTER VI AMENDMENTS TO THE BY-LAWS ARTICLE FORTY-SIX (46): These by-laws may be amended by a simple majority of votes, i.e., by one-half plus one of the votes cast by voting members present and represented at a Special General Assembly, in their own name and on behalf of other members. ARTICLE FORTY-SEVEN (47): Any amendments or revisions to the by-laws shall be requested in writing to the Board of Directors, stating the reasons for the request. ARTICLE FORTY-EIGHT (48): The Board shall study any request for amendment or revision of the by-laws and submit its comments and a draft containing them to the Special General Assembly convened for the purpose, which, depending on the circumstances, may be combined with a Regular General Assembly.

CHAPTER VII DISSOLUTION AND LIQUIDATION DISSOLUTION

ARTICLE FORTY-NINE (49): The Chamber may be dissolved by law or by the affirmative vote of 80% of the active members at a special meeting convened for that purpose. The number of active members of the Chamber at that time shall be established during the meeting. If any property should remain upon the dissolution of the Chamber after settling all its debts and liabilities, or after having made appropriate provision for them under the law, such property shall be donated free of charge to a Guatemalan charity as decided at the meeting at which the dissolution is resolved, or at a special meeting convened for that purpose, in case of legal dissolution. ARTICLE FIFTY (50): At the Special General Assembly where liquidation of the Chamber is decided, it shall appoint up to three liquidators, who shall perform the duties assigned to them by the Assembly; the following ones shall be mandatory: a. To represent the Chamber – under liquidation -; b. To require that anyone who has managed the interests of the Chamber be accountable therefor; c. To settle any outstanding obligations; d. To wind up any transactions that may be outstanding at the time of dissolution; e. To grant releases; f.

To ensure that the final balance sheet is prepared;

g. To report to the General Assembly on their liquidating receivership and submit all documentation to it for consideration and final approval; and h. To notify the Civil Register of the dissolution of the Chamber in order for the Register to cancel its registration.

CHAPTER VIII TEMPORARY AND FINAL PROVISIONS INTERPRETATION OF THE BY-LAWS ARTICLE FIFTY-ONE (51): Any differences that may arise with regard to the interpretation, observance and compliance with the provisions of the charter and by-laws, as well as matters regarding other items not covered in them shall be decided by the General Assembly, and its decision shall be final. ARTICLE FIFTY-TWO (52): These by-laws will take effect on January first, 2004.

ARTICLE FIFTY-THREE (53): The Board of Directors appointed at the General Assembly held in November 2003 will hold office for a single and special period from the first of January 2004 to the date on which the next General Assembly meets during the first two months of 2005.

Latest amendment of the by-laws: 02/10/2016