PAIMA BY-LAWS

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INDEX

TITLE I                              NAME, CONSTITUTION AND OBJECTIVES

               Article 1        Name

               Article 2         Governing Bodies of the Association

               Article 3         Objectives

               Article 4         Official language

               Article 5         Domicile of the Association

TITLE II                          ON THE MEMBERS

               Article 6        Categories of Members

               Article 7        Active Members

               Article 8        Requirements for Active Members

               Article 9        Requirements for Associate Members

               Article 10     Requirements for Affiliate Members

               Article 11     Honorary Members

               Article 12     Cancelled membership

               Article 13     Rights of Active and Associate Members

               Article 14     Responsibilities of Active and Associate Members

               Article 15     Rights and Responsibilities of Affiliate Members

TITLE III                      ON THE GOVERNANCE OF THE ASSOCIATION

               Article 16     Composition of the Association

               Article 17     The General Assembly Meetings

               Article 18     Duties of the Ordinary General Assembly

               Article 19     Summons of the Ordinary General Assembly

               Article 20     Quorum of the Ordinary General Assembly

               Article 21     Summons of the Extraordinary General Assembly

               Article 22     Summons of the Extraordinary General Assembly

               Article 23     Duties of the Extraordinary General Assembly

               Article 24     Quorum of the Extraordinary General Assembly

               Article 25    Approval of Motions at the Extraordinary General Assembly

               Article 26     Qualifications to attend the Assemblies      

               Article 27     Representation of proxy

               Article 28     Limit number of proxies

TITLE IV                        ON THE BOARD OF DIRECTORS

              Article 29     Composition of the Board of Directors

               Article 30     Board of Directors elections

               Article 31     Delegation of Secretary and Treasurer  

               Article 32     Requirement to be a member of the Board of Directors

               Article 33     Authorities of the President

               Article 34     Duties of the Vice President

               Article 35     Duties of the Secretary

               Article 36    Duties of the Treasurer

               Article 37    Appointment of Regional Directors

               Article 38     Overall authority of the Board of Directors

               Article 39     Board of Directors Meetings

               Article 40     Board of Director positions are not remunerated

               Article 41     Appointment of staff by the Board of Directors

               Article 42     Duties of the Executive Director

               Article 43     Executive Director will act as an advisor to the Board of Directors

               Article 44     Appointment of commissions by the Board of Directors

               Article 45     Duties of the commissioners

TITLE V                            ON THE ASSOCIATION'S ASSETS

               Article 46     The assets of the Association

               Article 47     Payment process of annual fees

               Article 48     Sanctions for non-payment of annual fees

               Article 49     Assets of the Association

TITLE VI                        ON THE ADMENDMENT OF THE BY LAWS AND DISSOLUTION

               Article 50     Amendment of the By Laws

               Article 51     Approval of partial or total amendments to the By-Laws

               Article 52     Registration of Amendments to the By-Laws

               Article 53     Dissolution of the Association

               Article 54     In the event of a dissolution

TITLE VII                     CLIAMS BETWEEN THE MEMBERS

                Article 55     Member's rights to the Association's intervention

               Article 56     Time line for requesting intervention

               Article 57     Procedure for the Association's intervention

               Article 58     Sanctions for non-payment of invoices

               Article 59      Reporting resolution and payments to the Board of Directors

TITLE I

NAME, CONSTITUTION AND OBJECTIVES  

Article 1:     An Association of private interest is constituted pursuant to numeral 5 of Article 64 of the Civil Code registered in Panama; Republic of Panama, with non-profit purposes, its name is  PAN AMERICAN INTERNATIONAL MOVERS ASSOCIATION, known by the acronym  PAIMA.   The Association's name in Spanish is  Asociacion PanAmericana de Empresas de Mudanzas Internacionales.

Article 2:     The bodies governing the Association are:

a)       General Assembly

b)       Board of Directors

Article 3:     Objectives:  

a)        To promote the unity of the packing and moving companies dedicated to the service of international moving and related  servies in the American continent and any other country in the world.  

b)        To cooperate in the development and training of its associates in the performance of their activities.  

c)         To set forth the rules that shall govern the services rendered by its associates.  

d)        To collect information related with to activities of its members, for the benefit of its associates.  

e)        To maintain rules for the conduct of its associates that would not oppose the ethics and laws in force.

f)          To take all steps that may be necessary for the advancement of its associates, whether with public entities or private ones.

g)         To use arbitration for the resolution of problems arising between members and other parties.

h)         To support environmentally friendly practices.

i)           Any other activity that the General Assembly may establish for the benefit and development of the Association.

Article 4:   The official language is Spanish but its business may be carried out in any other language as the need arises.

Article 5:   The corporate domicile of the Association is the Republic of Panama, but the General Assembly may establish any other domicile in accordance with the needs of the Association.

TITLE II

ON THE MEMBERS

Article 6:     The Association shall be formed by four categories of members:

a)     Active

b)     Associate

c)     Affiliate

d)     Honorary

Article 7:     Active Members are those moving companies in the American continent who are dedicated for at least (2) years in the international packing and moving services.   Also, members could be considered those moving companies with a department for more than (2) years in the same business, subject to the regulations and obligations as the Active Members; this condition cannot be acquired by the branches or subsidiaries established in the region where the Active Members have their activities.

Article 8: The requirements to become an Active Member are:

a)     To submit an application form for the membership that is countersigned by (3) members of different countries.

b)     To submit a copy of the Public Deed certifying that the company had been engaged in the activity of packing and moving for (2) consecutive years.

c)     To submit (3) business references from companies with professional and moral solvency known in the international moving industry.

d)     To submit (2) banking references, one if possible from a foreign country and one from the applicant €™s country.

e)     To submit a certified financial statement or another equivalent document.

f)       To submit written verification from an insurance company also describing the insurance coverage of the prospect company.

g)     The name of the applicant will circulate within the membership for a period of (60) days upon receipt of the completed application and required documentation.

h)     The application form with the required documentation and the payment of the inscription fee must be submitted to the Executive Director to be analyzed by the Membership Committee, who will present their evaluation to the Board of Directors.

i)         The Board of Directors may approve the application or request more information for their consideration or reject the application for not fulfilling the requirements set forth in the PAIMA By-Laws.

j)       In the case of rejection, the money received for the inscription fee will be refunded.

Article 9:     Associate Members are those companies located outside of the American continents and that fulfill all the requirements listed in Article 7 and 8.

Article 10: Affiliate Members are those companies dedicated to any of the services related to the international moving industry, for example and without being limited to; insurance, airlines, maritime, custom agencies, dispatchers, manufacturers or salesmen of packing materials, etc.       

Applicants must complete the Affiliate Application form with the payment for the inscription fee.     The Board of Directors may approve the application or request more information for their consideration or reject the application for not fulfilling the requirements set forth above. In the case of rejection, the money received for the inscription fee will be refunded.

Article 11: Honorary Members are those companies who are designated as such by the Board of Directors for having rendered outstanding services to PAIMA or for work in support of the goals of the Association.   Honorary Members have the right to attend the General Assembly with voice, but cannot vote.

Article 12: Membership is cancelled through:  

a)     Resignation.

b)     Resolution taken by (2/3) of the Active and Associate Members in an Assembly.

c)     Cancellation of its operating permit as a company.

d)     Being repeatedly arrears in its financial obligations to the Association.

e)     For conduct that infringes upon the obligations of the By-Laws and the Regulations of the Association.

Article 13:   The rights of the Active and Associate Members:

a)     To practice the right of voice and vote in the Assemblies convened by the Association.  

b)     To elect or to be elected for executive offices of the Association.

c)     To receive technical cooperation from the Association whenever the situation merits it.

d)     To request the Board of Directors to form an Arbitration Board when problems arise among the associates.

e)     All other rights given by the General Assembly for the benefit of the associates.

Article 14:     The responsibilities of the Active and Associate Members:

a)     To pay the dues and financial obligations established by the General Assembly.

b)     To comply with the articles in the By-Laws and Regulations.

c)     To assist in developing the Association's activities.

d)     To submit any situation to the procedure established by the By-Laws and Regulations.

e)     To favor shipments to the other members of the Association and to report these shipments to PAIMA.     If a member does not report these shipments to PAIMA within twelve consecutive months, this fact will be submitted for consideration of the Board of Directors to find an explanation of this failure to report.  

Article 15:   The rights of the Affiliate Members are the same as the Active and Associate Members with the exceptions of (1) only having the right to practice voice at the General Assembly, with no voting privileges and (2) cannot be elected to hold a position on the Board of Directors.     The responsibilities are also the same as the Active and Associate Members, with the exception of Article 13(e).

TITLE III

ON THE GOVERNANCE OF THE ASSOCIATION

Article 16:   The Association is formed by:

a)     The General Assembly

b)     The Board of Directors

The General Assembly is the principal body of the Association and is formed by the Active, Associates, Affiliates and Honorary members.

Article 17:   The meetings of the General Assembly may be ordinary and/or extraordinary.   The Ordinary General Assembly shall meet once a year on a date and place determined.

Article 18:   The duties of the Ordinary General Assembly are:

a)     To direct the Association's policy and approve the financial statements (Balance Sheet, Income Statement and the Statement of Cash Flow).

b)     To elect the members of the Board of Directors.

c)     To modify the By-Laws.

d)     To approve the operating budget.

e)     To establish any extraordinary dues.

Article 19: The Board of Directors shall make summons for the meeting of the General Assembly (90) days in advance indicating the place, date and time of the meeting, through written communications via email and/or fax.

Article 20: The quorum of the Ordinary General Assembly shall be formed by the number of Active and Associate Members that attend personally or through proxy with a minimum of no less than (1/3) of the qualified registered members.

Article 21: The Extraordinary General Assembly shall meet when summoned by the Board of Directors or so requested in writing by (2/3) of the qualified Active and Associate Members.

Article 22: The summons to an Extraordinary General Assembly should be done with no less than (60) days in advance with an agenda and indicating the place, date and time of the meeting, through written communications via email and /or fax.

Article 23: The duties of the Extraordinary General Assembly are:

a)     To remove the members of the Board of Directors and elect new ones.

b)     To modify the By-Laws.

c)     To merge, dissolve and modify the structure of the Association.

d)     To solve the cases in which the By-Laws required its intervention and/or those that are object of the summons.

e)     No other issue shall be discussed except those listed in the written summons.

Article 24: The quorum of the Extraordinary General Assembly is formed by the number of Active and Associate Members that attended or duly represented with a minimum of (1/2) of the qualified Active and Associate Members.

Article 25: The approval of motions at the Extraordinary General Assembly shall be taken by (2/3) of the votes of those attending.

Article 26: Those qualified to attend the Assembly, whether Ordinary or Extraordinary, are those Active, Associate and Affiliate Members that are up to day with the payment of their dues and contributions to the Association.

Article 27:   Those Members with a justified cause that cannot attend the Assemblies, whether Ordinary or Extraordinary, may confer a proxy to another Active or Associate Member through a written communication to the President, with the name and signature of those represented.

Article 28: No Member shall present more than three (3) proxies. 

TITLE IV

ON THE BOARD OF DIRECTORES

Article 29: The Board of Directors is the administrative body of the Association and shall be formed as follows:

a)     President

b)     Vice President

c)     Secretary

d)     Treasurer

e)     Three vocal members

Article 30: The list of candidates for election of the Board of Directors shall appear in agenda of the Ordinary General Assembly and shall be elected through secret vote and shall be in office for a (2) year period.

Article 31:   The duties of the Secretary and/or Treasurer may be assumed by member of the Board of Directors, except the President.

Article 32:   To be nominated to a position on the Board of Directors, it is a requirement to be an owner, partner or executive of an Active or Associate Member.   Prior to the meeting of the Assembly, every candidate must accept the position as a candidate in writing.

Article 33:   The authorities of the President are:

a)   The legal representative of the Association. 

b)     Chairs the Assembly, the Board of Directors meetings and the Commission meetings.

c)     Authorizes the opening of checking accounts, savings accounts and all matter related to the assets of the Association.

d)     Convokes the meetings of the Board of Directors.

e)     Orders the publications of the Memoir and Balance of the Association.

f)       Supervises the activities of the Association.

g)     Shall have the right of making the decision whenever the voting comes to a tie vote.

h)     All other matters established by the General Assembly.

Article 34:   The duties of the Vice President are as follows:

a)     The Vice President shall assume the authority to carry out the duties of the President, during his absence or through delegation or when so agreed by the Board of Directors or the General Assembly.

b)       All other matters established by the General Assembly.

Article 35:   The responsibility and duties of the Secretary are as follows:

a)     To maintain the Association's correspondence, Minutes and files.

b)     To maintain an updated record of the members of the Association.

c)     To coordinate the activities of the Association with the Management.

d)     To carry through all the requests, suggestions agreements and resolutions of the members, Board of Directors, Commissions and the Assemblies.

e)     To supervise management as to the performance of duties.

f)       All other matters established by the General Assembly.

Article 36: The duties of the Treasurer are the following:

a)     To keep the Association's accounting.

b)     To prepare the Budget.

c)     To prepare the Association's Balance Sheet, Income Statement and Statement of Cash Flow.

d)     To report to the Board of Directors and/or the Assembly whenever so requested.

e)     To manage the assets.

f)       All other matters established by the General Assembly.

Article 37: Regional Directors shall be appointed by the Board of Directors and their responsibilities shall be created by the Board of Directors.

Article 38: The overall authority of the Board of Directors is as follows:

a)     To execute and enforce the By-Laws and Regulations and/or agreements of the Assembly and/or Board of Directors.

b)     To manage the funds of the Association as to their investment, after previous report of the Treasurer and in accordance with the Assembly's policy.

c)     To appoint the bank or banks in which the Association shall deposit Association's funds for the remuneration and taxes for the employees.

d)     To convoke the Ordinary and/or Extraordinary Assemblies and supervise the summons for the Regional meetings.

e)     To summit to the Assembly the Association's annual memories, balance and budget.

f)       To grant general and/or special authority for representing the Association, with the powers that are included in the laws of country where they should be executed.

g)     To authorize the expenditures and/or the transferences of the Association, to control its assets and their destination.

h)     To appoint the deputy members of the Board of Directors in case that for any reason the incumbent elected by the Assembly is definitely absent.

i)       To establish and create geographical regional areas.

j)       Remove or appoint Regional Directors whenever it is necessary.

k)     To establish the annual dues and inscription fee.

l)         All other matters established by the General Assembly.

Article 39: The Board of Directors shall meet, at least twice a year in ordinary meetings, on the place, date and time designated by the President and in the case of extraordinary meetings when so requested by (3) Board Members.

Article 40: The post of the Board of Directors is not remunerated.

Article 41: The Board of Directors reserves the right to appoint the staff necessary for the direct management of the Association.

Article 42: The duties of the Executive Director are as follows:

a)       To convoke the meetings of the Board of Directors.

b)       To report to the Board of Directors on the management.

c)       To supervise the assets, fixtures and office supplies.

d)       To deposit funds or checks 48 hours after their receipt.

e)       To review all expenses.

f)         To answer or dispatch the correspondence in an executive and efficient manner.

Article 43: The Executive Director will act as an Advisor to the Board of Directors.

Article 44: The Board of Directors has the authority of appointing commissions, which may be permanent or special, whenever it is deemed necessary.

Article 45: Once the commissions referred to in article 43 are created, their duties shall be carried out in accordance with their purposes and shall be established by the Board of Directors.                                                                    

TITLE V

ON THE ASSOCIATION'S ASSETS

Article 46:   The Assets of the Association are as follows:

a)     Income from inscription fees.

b)     Income from annual dues.

c)     Income from publications and donations.

d)     Real estate that is acquired through purchase, donation or any other title and the cash from the sale of fixed assets.

e)     Income from counseling and/or special advice.

f)       Other income produced and/or established by the Assembly.

g)     The incorporation documents of the Association.

Article 47: The Treasurer shall send the invoices for the annual dues during the first (30) days of each year.   If a member does not pay within the subsequent (30) days, the management will follow up giving an addition term of (30) days.   If the member does not pay within the given terms, the case shall pass to the Board of Directors for the application of sanctions.

Article 48: If a members is suspended because of lack of payment, he may request admission within a term of (90) days after paying the total amount due.

Article 49: The assets of the Association are not transferable except when the Association is dissolved or through a resolution taken by (2/3) of all the qualified members.

TITLE VI

ON THE AMENDMENT OF THE BY-LAWS AND DISSOLUTION

Article 50: These By-Laws may be amended in whole or in part whenever the members consider it necessary.

Article 51: The total or partial amendments of these By-Laws shall be approved in an Ordinary or Extraordinary General Assembly, with the favorable vote of (2/3) of the attending members.

Article 52: A minute shall be prepared for every amendment of the By-Laws and a public deed shall be prepared and recorded in the Public Register.

Article 53: The dissolution of the Association shall not be agreed while (5) Active members from (5) different countries are not in agreement to support the dissolution.

Article 54: In case of dissolution, the Ordinary or Extraordinary General Assembly shall appoint a Liquidating Committee.   Once all debts are canceled, the remaining assets shall be given to charity.

TITLE VII

CLAIMS BETWEEN THE MEMBERS

Article 55: All members of PAIMA have the right to request intervention by the Association to handle claims involving another member.

Article 56: It is the obligation of each members of PAIMA to inform the Association of any unpaid invoices past due (90) days from its due date, by another member.

Article 57: The process of reporting non-payments to the Association are as follows:

a)     All non-payment of invoice reported to the Association must be properly documented with proof that request for payment has been done on (3) previous occasions.  

b)     The Association, when advised will communicate immediately to the debtor requesting an explanation for the non-payment, providing period a of (15) days to respond.

c)     An additional (30) days will be granted for the purpose of receiving any documentation that justifies the delay of payment or proves that the payment has been made.

d)     If justification or proof of payment after the expiration of the (30) days is not received,   the Association will publish the company's name in the Associations magazine or bulletin listing the company as a bad credit risk and all the information related to its debt until the debt is cancelled.   The publication will be circularized at a world-wide level among the members.

e)     The member will be suspended.

Article 58: If during the lapse of 365 days, the same member incurred a lack of confirmed payment for a second time, the Association has the authority to decree the expulsion of the member.

Article 59: Members involved in a dispute or a claim that has been resolved by the intervention of the Association must report to the Board of Directors so the file may be closed.

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