BYLAWS OF THE ASSOCIATION OF PENSIONERS OF THE ORGANIZATION OF AMERICAN STATES PENSION FUND
(Approved by the First Ordinary Assembly on May 24, 2006 and amended by Ordinary Assemblies II (July 18, 2007), IV (July 16, 2009), V (July 15, 2010), VI (July 14, 2011), VII (July 13, 2012), and X (July 18, 2015)
Article I
Nature and Purpose
1. On May 24, 2006, at the Headquarters of the General Secretariat of the Organization of American States ("OAS") in Washington, D.C., it was decided to establish the Association of Pensioners of the OAS Pension Fund ("ASPEN").
2. The purposes of ASPEN are:
a) To institutionalize the link between the OAS Pension Fund and its pensioners and to provide these with regular representation before the OAS Pensions and Retirement Board ("PRB") through an elected Observer, and
b) To protect the rights and interests of pensioners.
3. ASPEN is a Non-Incorporated Non-Profit Association according to the Uniform Unincorporated Nonprofit Association Act of the District of Columbia, District of Columbia Code, Title 9, ยงยง29-971.02, and following, and enjoys the corresponding legal personality as well as other rights and privileges conferred under those laws.
Article II
Membership
1. All pensioners of the OAS Pension Fund, except those who have resigned in accordance with paragraph 3 of this article, shall be considered members of ASPEN. A "pensioner" is any person who is presently receiving a pension from the OAS Pension Fund or who has purchased a deferred pension from the Fund.
2. Members must pay a participation fee as established in Article VIII of these Bylaws. Only members who are up to date with their participation fees can exercise membership rights. This means that members who are not up to date with their fees cannot participate in ASPEN meetings, cannot be counted for quorum purposes, cannot vote, be elected as Officers, or request the holding of Special Assemblies.
3. Membership resignation must be sent in writing to the Steering Committee, except in the cases of members who have not paid their participation fee for three consecutive years or more, who will be considered as having resigned from their membership and will be exempt from the requirement of written resignation.
Article III
Structure
ASPEN will fulfill its purposes through:
a) The Assembly;
b) The Principal Observer before the PRB and the Alternate Observer ("the Alternate");
c) The Steering Committee.
Article IV
The Assembly
1. An Ordinary Assembly will be held once a year, and Special Assemblies will be held as necessary. Assemblies shall be open to the participation of all up-to-date members of ASPEN, and shall be held at the place and time determined by the Steering Committee.
2. The Ordinary Assembly shall be notified to all ASPEN members, through written communication, at least two weeks in advance. Said communication shall be accompanied by the Agenda, a List of Candidates for the Steering Committee, and candidates for the positions of Principal Observer and Alternate Observer, along with a proxy voting form to be completed by those members unable to attend.
3. The Ordinary Assembly shall:
a) Elect the President, Vice President, Secretary, and Treasurer of ASPEN. Those elected shall hold their positions for the terms established in paragraph 2 of Article VI; they must be members of the Steering Committee for the same term and serve as President, Vice President, Secretary, and Treasurer of said Committee, respectively;
b) Elect an at-large member for the Steering Committee;
c) Elect the Principal Observer before the PRB and the Alternate;
d) Review the Annual Report presented by the Principal Observer or the Alternate to the PRB regarding the state of the Fund as it relates to its pensioners;
e) Review the Annual Report presented by the President of the Steering Committee regarding the state of ASPEN;
f) Approve the ASPEN budget; and
g) Consider any other necessary business.
4. For the Ordinary Assembly, at least one-fifth of the ASPEN membership or nine members, whichever is the lesser number, shall constitute the quorum for the meeting and for voting. In the absence of a quorum, the President shall postpone the meeting until the next possible date, and in that case, the members present at that next meeting shall be considered quorum for it. Proxy votes shall not be counted for the purpose of counting the necessary present members to obtain the quorum.
5. The Ordinary Assembly shall make decisions by majority of the members present, except in cases specified in Articles V, X, and XII.
6. Members voting through proxy votes distributed by the Steering Committee for absentee voting and who are up to date with their participation fees shall be considered "present" members for the purpose of counting the vote on matters covered by the proxy vote.
A member of ASPEN wishing to be represented by proxy at an Assembly shall send their signed proxy directly to the ASPEN member they designate as their representative, or to the ASPEN office, indicating in the proxy form the name of the agent. The form containing the proxy may be sent via Facsimile, or by email in PDF or similar format. If it is not possible for the principal to use one or the other method, ASPEN shall accept as valid a proxy sent by the principal via email, indicating the name of the ASPEN member to whom they grant the power of representation, provided that the email comes from the electronic address registered by the principal in ASPEN.
7. Special member Assemblies may be convened by the Steering Committee and also by written request of at least nine members. Notice of such Assemblies, along with proxy voting forms, if there will be voting on policy, organizational, or leadership matters, shall be sent to all members with sufficient advance notice, as determined by the Steering Committee. The same quorum as for the Ordinary Assembly shall be required.
Article V
The Principal and Alternate Observers
to the Pension Fund
1. The Ordinary Assembly shall elect the Principal and Alternate Observers. The term of service in these roles shall begin immediately after the conclusion of the Ordinary Assembly in which they are elected and shall end in two years with the conclusion of the corresponding Ordinary Assembly. In the event that the Principal or Alternate Observer is unable to serve in such capacity or if removed from office for cause, in accordance with paragraph 6 of this article, the Steering Committee, by a vote of three of its members, may appoint a substitute to serve for the remainder of the unexpired term. *
2. The Principal Observer and the Alternate may be re-elected.
3. To the extent permitted by the Rules of the OAS Pension Fund or as decided by the PRB
, the Principal Observer and the Alternate shall attend all PRB meetings, receive appropriate documentation, and, subject to the permission of the PRB presidency, may speak.
4. The Principal Observer and/or the Alternate shall attend Steering Committee meetings and shall provide a quarterly report on matters discussed during that period by the PRB that may impact the rights and interests of pensioners. The Principal Observer and/or the Alternate shall also attend Subcommittee meetings when necessary.
5. The Principal Observer or the Alternate shall present an annual report to the Ordinary Assembly.
6. The Principal Observer and the Alternate may only be removed for cause. Cause shall include, but not be limited to, failure to pay participation fees, absence from Steering Committee and PRB meetings, failure to accurately represent agreed positions with the Steering Committee or failure to carry them out, and other forms of neglect in duty. Removal must be decided by a two-thirds majority of members voting in a Special Assembly.
Article VI
The Steering Committee and Other Officers
1. The Steering Committee shall consist of the President, Vice President, Secretary, and Treasurer of ASPEN, plus one at-large member.
2. The term of office for Steering Committee members shall begin immediately following the conclusion of the Ordinary Assembly in which they were elected and shall end in two years at the close of the corresponding Ordinary Assembly. Steering Committee members may be re-elected.*
3. The Steering Committee shall have the authority to fill vacancies that arise in its membership for the unexpired portion of the corresponding term. Vacancies may occur due to death, resignation, or removal. The Steering Committee may remove one of its members for cause, by a vote of three of its members. Cause shall be understood to include absence from more than three consecutive meetings, failure to pay the participation fee, or persistent failure to fulfill the duties of Steering Committee members established in these Bylaws.
4. The Steering Committee shall appoint a Nominations Committee that shall contact all ASPEN members at least 45 days before the Ordinary Assembly, inviting them to submit nominations for Steering Committee positions and Observer positions. The Nominations Committee shall create a list of candidates and announce it at least 30 days before the Ordinary Assembly. Additional candidates may be nominated during the Ordinary Assembly by a petition signed by at least five members.
5. The functions of the Steering Committee shall be as follows:
a) To assist the Principal Observer and the Alternate in analyzing issues and formulating positions to protect the rights and interests of pensioners;
b) To review the periodic report of the Principal Observer and advise accordingly;
c) To present to the Ordinary Assembly a report on ASPEN activities;
d) To establish contacts with the authorities of organizations affiliated with the Pension Fund, with other international organizations, and with any other institution when necessary to promote the interests of pensioners;
e) To create subcommittees for specific tasks;
f) To prepare ASPEN's annual budget for approval by the Assembly and to execute the budget within the limits of the total approved amount;
g) To function as a Preparatory Committee for Assemblies;
h) To take all appropriate measures to achieve ASPEN's purposes in accordance with the Bylaws and to perform any other function assigned to it under these Bylaws.
6. The President:
a) Shall preside over Assembly and Steering Committee meetings;
b) Shall appoint subcommittee chairpersons.
7. The Vice President:
a) Shall act as President in the latter's absence;
b) Shall be available for tasks assigned by the President.
8. The Secretary:
a) Shall communicate and make announcements for all meetings;
b) Shall record votes and minutes of all meetings;
c) Shall keep ASPEN membership records up to date;
d) Shall prepare communications addressed to ASPEN members, OAS authorities and other entities affiliated with the Plan, authorities of the Association of Retirees of the OAS (AROAS), and external institutions and entities.
9. The Treasurer:
a) Shall be responsible for the complete and accurate accounting of Association receipts and expenses;
b) Shall prepare an annual financial report to be included in the Association's annual report;
c) Shall prepare ASPEN's annual budget proposal to be submitted by the Steering Committee to the Annual Ordinary Assembly for approval.
10. The At-large Member:
Shall be available to perform tasks as required regarding the functions and responsibilities of the Steering Committee.
11. The Steering Committee shall meet quarterly or before each PRB meeting to perform its functions and fulfill its responsibilities and shall also carry out its functions through electronic consultation with its members.
12. The Steering Committee shall make decisions by majority vote of its members. The quorum of the Steering Committee shall be constituted by three members.
Article VII
Subcommittees
1. The Steering Committee shall establish subcommittees as necessary for the study of specific matters, for preparing action proposals, and for providing services to the Steering Committee and ASPEN members.
2. The President shall appoint subcommittee chairpersons and shall be an ex officio member of each subcommittee.
3. Each subcommittee chairperson shall be responsible for organizing and executing the activities of that subcommittee in cooperation with the Steering Committee, and for reporting.
4. Subcommittee chairpersons attending Steering Committee meetings shall have a voice but not a vote at such meetings.
Article VIII
Advisory Group
ASPEN shall have an Advisory Group composed of former Presidents of the ASPEN Steering Committee, former Observers, and other ASPEN members who, by their experience or knowledge of certain matters, may advise the Steering Committee and Observers in the performance of their functions. The Steering Committee shall maintain a list of these advisors, may add more names to the list, and may consult with them individually or collectively, as appropriate.
Article IX
Participation Fees
1. The operations and other activities of ASPEN shall be financed by:
a) Membership fees paid by members according to the amounts proposed by the Steering Committee more or less periodically and approved by the Assembly;
b) Donations and other contributions accepted by the Steering Committee; and
c) Any other source of income that the Assembly may approve.
2. Annual membership fees shall be paid no later than the last day of January each year. Members who do not pay their membership fees by this deadline shall not be able to exercise their membership rights from that date, as specified in Article II.2, and until payment is received by the Association.
Article X
Amendments to the Bylaws
At the request of the Steering Committee or of a number of members equal to the lesser of 9 members and 50% of the members, the Ordinary Assembly or a Special Assembly may amend these bylaws by affirmative vote of at least two-thirds of the members present.
Article XI
Relationship between ASPEN and AROAS
The establishment of ASPEN in no way intends to diminish the capacity and latitude of action of AROAS, and ASPEN is committed to collaborating with AROAS and working with it on issues of common interest for the benefit of all retirees.
Article XII
Dissolution of ASPEN
1. Upon proposal of the Steering Committee or written request by a majority of at least half of ASPEN members, an Ordinary Assembly or a Special Assembly may dissolve ASPEN, if it achieves a two-thirds affirmative vote of the members present.
2. In the event of the dissolution of ASPEN, the Steering Committee shall decide on the disposition of the Association's assets in accordance with the applicable laws governing nonprofit entities.
Article XIII
Rules of Order
The parliamentary procedures of all Ordinary and Special Assembly meetings, Steering Committee meetings, and subcommittee meetings shall be conducted in accordance with Henry Martyn Robert's Rules of Order.
*Transitional Article
In the elections to be held in the year 2016, the following periods of service shall be distributed among the authorities:
President: two years
Vice President: one year
Secretary: two years
Treasurer: one year
At-large member: two years
Principal Observer: two years
Alternate Observer: one year
In the elections to be held in 2017, the following authorities shall be elected for a term of two years:
Vice President
Treasurer
Alternate Observer