FIAP ?>

In the city of Montevideo, Republic of Uruguay, on the first day of August 2003, the following legal entities: (i) REPÚBLICA AFAP SOCIEDAD ANÓNIMA, (ii) ASOCIACIÓN DE COMPANÍAS ADMINISTRADORAS DE FONDOS Y FIDEICOMISOS MERCANTILES, (iii) UNIÓN DE ADMINISTRADORAS DE FONDOS DE JUBILACIONES Y PENSIONES (UAFJP), (iv) ASOCIACIÓN COLOMBIANA DE ADMINISTRADORAS DE FONDOS DE PENSIONES Y CESANTÍA – ASOFONDOS DE COLOMBIA and (v) ASOCIACIÓN GREMIAL DE ADMINISTRADORAS DE FONDOS DE PENSIONES, represented by their authorized signatory Dr. Carlos María Garderes Carbajal, hereby constitute a civil non-profit organization, which will function under the name “INTERNATIONAL FEDERATION OF PENSION FUND ADMINISTRATORS,” with the option of using the abbreviation “FIAP” for publicity purposes. It shall be a legal entity, governed by these by-laws and by the laws and regulations currently in force in the Republic of Uruguay and any which shall be passed in the future and which are applicable thereto.

2.1 The sole purpose of this Association is to disseminate, promote and defend social security systems based on saving and individual funding, channeled through pension funds and managed by financial services companies known as pension fund administrators.

2.2 In order to achieve the aforementioned corporate purpose, FIAP shall bring together the Associations, Chambers or other similar institutions in those countries which have legally constituted systems of Pension Fund Managers, or similar, whose membership is made up of institutions that take part in the management, coverage or provision of the various benefits or services proper to such Systems, and also agencies in such countries which, although they do not as yet have Associations, Chambers or other institutions similar to those listed above, are linked to the activities mentioned herein. (iii) Institutions and organizations interested in private pension systems.

2.3 Likewise, in order to achieve the corporate purpose defined above in paragraph 2.1, the Association shall be able to carry out the following activities:

a) To disseminate knowledge and practice of Private Pension Fund Systems, using the most appropriate media, such as lectures, training courses, conferences, fairs, exhibitions and seminars.

b) To represent members’ concerns in international forums in order to promote the private pension fund system.

c) To provide public authorities, private agencies and foreign and international institutions with the collaboration that they need.

d) To prompt public authorities to issue legal provisions and regulations designed to encourage private initiative in the areas mentioned.

e) To publish publicity leaflets, circulars, magazines and books, a web page and audiovisual material for keeping members informed about the activities of the Association and its members and report on international events, technical progress in the area and any matters of general interest to the industry.

f) To maintain relationships with similar international agencies, in order to exchange ideas and experiences and circulate them among members.

g) To create organizations or committees, technical or otherwise, without powers of final decision, to compile, study, systematize and produce support material to be circulated among members and the general public.

h) To propagate and defend the values, principles and bases of private activity in the sphere of Private Pension Fund Administration.

i) To establish links between individuals and institutions involved in the management of Private Pension Systems; and

j) To act, when thus agreed by the interested parties, in representation of all member agencies in matters of collective interest which are compatible with its statutory ends, respecting the autonomy of members in their own internal affairs.

2.4 The Association shall be able to execute all actions and contracts that contribute directly or indirectly to the achievement of its corporate purpose.

2.5 The Association is a non-profit organization.

The Association shall have its corporate domicile in the District of Montevideo, Republic of Uruguay, and shall be entitled to constitute branches, agencies, representations and/or subsidiaries in any other part of the country and abroad.

The Association shall have a duration term of 100 years, as from the granting of its legal status by the Executive. This may be extended by decision of the General Meeting of the members.

5.1 With the sole exception of the founder members attending this act of foundation, membership of the Association shall require the submittal of a written application to the Board of Directors and approval thereby. The Board of Directors shall have complete discretion to weigh up the convenience of accepting the membership application and shall be entitled to turn it down without stating grounds for doing so.

5.2 Full membership

All members must have legal status.

There shall be one single category of full membership, divided into two classes, known as A and B. Those Associations, Federations, Chambers or other similar institutions, with recognized legal status, in those countries which have legally constituted systems of Pension Fund Administrators or similar systems, and whose members are agencies that take part in the management, coverage or provision of the various disbursements, benefits or services proper to such systems, shall be eligible for full membership.

Similarly, agencies of those countries that have recognized legal status and have links to the activities mentioned herein may also become members, even though they do not have Associations, Chambers or other institutions similar to those listed above.

Members may belong to class A or class B, depending on whether they decide to pay the full or partial fee set by the resolution of the Annual General Meeting, which shall require a majority of two-thirds of the votes of Class A and B members present at that Meeting. On applying for membership of the Association, the future member may opt freely for one class or the other. Nevertheless, the member shall be able to modify his membership status, i.e. Class A or Class B, by simply opting to pay all or part of the fee set by the Annual General Meeting for a given financial year when the time comes to pay the first subscription corresponding to that year.

5.3 Collaborating members

Those institutions and companies that are interested in private pension systems may also belong to the Association as Collaborating Members.

Members shall have the following rights:

a) To take part in Annual General Meetings with the right to voice and vote, pursuant to the provisions of articles seven and eight hereof;

b) To authorize their representatives to occupy management, administrative and technical positions, pursuant to the provisions hereof;

c) To participate in the international activities the Association is involved in;

d) To receive all the information and data provided by the Association;

e) To make use of all the benefits provided by the Association for its members, in accordance herewith;

f) To take part in directing and managing the Association in the manner laid down in these By-laws and use the corporate property in accordance with the Regulations.

Collaborating members shall only be entitled to take part in the General Meetings, with right to voice, pursuant to the provisions of articles seven and eight hereof, and shall be entitled to the right established in letter d) above.

Members shall have the following obligations:

a) To accept and abide by these By-laws, the regulations and the resolutions of the Annual General Meeting and the Board of Directors;

b) To attend the Annual General Meetings to which they have been summoned;

c) To faithfully and punctually fulfill their monetary obligations to the Association;

d) To inform the Association in a timely manner of the composition of their Board of Directors, any changes it may undergo, and any amendments to the By-laws;

e) To keep accounts of funds and any other goods received by the Association;

f) To accept any management positions that their representatives may be asked to assume;

g) Any other obligations set out in these By-laws and in their regulations.

Failure to comply with corporate obligations shall be judged by the Board of Directors following a process in which the member agency shall be able to state the case for its defense without any type of restriction. The decision of the Board of Directors must be well-founded.

The Board of Directors shall be entitled to apply the disciplinary measures of suspension or expulsion. Expulsion must be agreed upon unanimously by the members of the Board of Directors at a session convened specifically for such purposes, and the member concerned must be notified of that decision by a certified telegram or some other reliable means. If the interested party does not acknowledge receipt of that notification, notification must be given by twice publishing a notice in a national newspaper. The member shall have 30 days in which to appeal against the decision of the Board of Directors in a letter of justification before the next General Meeting to be held, it being understood that the exercising of the member’s rights shall be suspended, pending the resolution of the General Meeting.

Members shall pay the regular fees set annually by the Annual General Meeting. For this purpose the Meeting shall define a total subscription for Class A members and a partial subscription for Class B members, corresponding to a percentage of the former. The fees corresponding to the Association’s first financial year shall be set by the first Steering Committee designated herein, until the holding of the first Members’ General Meeting.

Membership fees must be paid in advance in the manner determined by the Board of Directors. The member shall lose its membership rights on failure to pay two consecutive fees. This will take place automatically on the expiry of the deadline set for payment, with no need for a court or extra-judicial order. Extraordinary contributions shall be set by the Members’ General Meeting at the suggestion of the Board of Directors, with the aim of covering the costs of specific activities agreed to thereby.

The management and administration of the Association shall be exercised by:

a) the Member’s General Meeting,

b) the Board of Directors, and

c) the Auditing Committee.

The Members’ General Meeting, acting in accordance with the provisions hereof, is the supreme authority of the Association; it shall be constituted by all the members entitled to participate therein – in other words, Class A and B members and collaborating members – and shall adopt any decision of corporate interest, in accordance with applicable statutory, legal and regulatory standards.

The Meeting shall be made up of the presidents, delegates or legal representatives designated by each of the members for such purposes (even when they are not on the managerial staff of the member organization) and shall be chaired by the President of the Association. Prior to the holding of the General Meeting, each member must accredit the representation of its president by means of a simple copy of the letter of appointment, or the representation of its delegates or legal representatives by providing a power of attorney – without the need for a certified or authenticated signature. The General Meeting shall be regular or special, dealing exclusively with those matters included in the respective day’s agenda.

a) The Regular Annual General Meeting shall be held during the first six months of each year. It shall deal with the Annual Report and the balance to be presented by the Board of Directors, and with any other business that the Committee may have included in the day’s agenda. At that Meeting the members shall set out their ideas and projects and request the adoption of measures that they consider appropriate for the furtherance of the Association’s program, abiding by the Meeting’s resolutions.

b) The Regular Annual General Meeting shall be convened by the Chairman of the Board, by means of a circular sent by registered mail, or by fax or e-mail, addressed to the respective corporate domicile registered with the Secretary of the Association, at least thirty days prior to the date on which it is to be held; a notice shall also be published twice in a newspaper with nationwide circulation. Notifications by fax or e-mail shall only be considered valid if the interested party acknowledges receipt of such notification.

c) The Regular General Assembly will be validly held with the number of members qualified for attending with full rights, who are present at the time it is called. Special General Assemblies, except for the cases especially stipulated herein, will be held at first call with the presence of one half plus one of the Class A and Class B members with the right to vote, and at second call they can be held one hour later with all those attending.

d) These Meetings shall be chaired by the President of the Association and the person designated as Executive Secretary shall act as Secretary. The deliberations and agreements of the Annual General Meeting shall be recorded in a Minutes Book, which must be signed by the President or the person standing in for him, and by the Executive Secretary.

e) Any member may insist that his complaint regarding omissions or errors in the summons, constitution or proceedings of the Meeting be recorded in the Minutes.

f) The number of votes to which each member is entitled, depending on its category, shall be as follows:

Class A members: 3 votes
Class B members: 1 vote.

Collaborating Members shall be entitled to receive all the information and data provided by the Association and to attend the meetings with a right to voice, although they will not have the right to vote.

The Regular Annual General Meeting shall deal with the matters included in the day’s Agenda, and shall have exclusive competence to deal with the following subjects:

a) The setting of the Association’s incorporation and maintenance fees – whether regular or extraordinary – and other fees to be charged to members and third parties for services provided by the association;

b) The appointment of members of the Board of Directors;

c) The appointment of the President of the Association;

d) The appointment of the members of the Auditing Committee;

e) The designation of three representatives of the members present at the Meeting, to sign the Minutes on behalf of the members;

f) The reading, discussion and adoption of resolutions on the work carried out by the Board of Directors during the previous calendar year;

g) The reading, discussion, amendment, approval or rejection of the balance and annual report, as well as the general inventory, submitted by the Board of Directors;

h) The adoption of resolutions on the motions and projects presented by members and the Board of Directors;

i) The appointment of the members of the Electoral Commission.

Special General Meetings shall be held when convened by the Board of Directors or when requested by members representing at least twenty per cent of the votes of the members in Classes A and B. They may also be convened by the Auditing Committee or the Electoral Committee. In these meetings, only those matters included in the notification may be dealt with; however, if all the members entitled to vote are present, the Meeting may deal with other subjects not included in the notification, if the majority of members present so decide.

The following matters may only be decided upon at a Special General Meeting convened in accordance with the by-laws and the law: a) amendment of the by-laws; b) premature dissolution and liquidation of the Association; c) extension of the Association’s term of duration.

The summons to a special meeting shall be delivered by means of a circular, fax or e-mail addressed to members at the domicile registered with the Secretary at least thirty days before and a notice published twice in a national newspaper.  Notifications by fax or e-mail will be considered valid only if the interested party acknowledges receipt of such.

17.1 The resolutions of the General Meetings shall be adopted by the absolute majority of the votes of the paid-up Class A and B members present, unless these by-laws stipulate a larger majority.

17.2 In order to agree on the dissolution of the Association or the modification of the by-laws, two-thirds of the votes of the paid-up Class A and B members present at the Meeting shall be required, provided that they represent over 50% (fifty percent) of the total votes of each type of membership (A and B).

17.3 The deliberations and resolutions adopted must be recorded in a special Minutes Book to be kept by the Executive Secretary. The minutes shall be signed by the President, the Executive Secretary, or those persons standing in for them, and also by three of the attending members, appointed by the meeting.

18.1.– The Management and Administration of the Association will be entrusted to a Board of Directors comprising 11 members, who will hold office for 3 years and may be reelected. After the fourth consecutive reelection, a special quorum of 80% (eighty percent) of the votes of the Class A and Class B members attending the meeting will be required. They shall continue to hold office until the newly elected members take over from them. The appointment of the members of the Board of Directors shall take place according to the electoral procedure set out in article twenty-six. The members of the Board of Directors shall serve in an honorary capacity and shall not receive payment of any type for the positions that they hold.

The members of the Board of Directors may not be employed by, or be dependent on the Association.

18.2 The Board of Directors is the administrative organ of the Association and shall have the widest possible authority to direct, manage and dispose. It may therefore carry out all legal actions and take all decisions aimed at fulfilling the corporate purpose and implementing the resolutions passed by the General Meeting. However, in the case of disposal or encumbrance of real estate, or entering into obligations for amounts larger than the sums of money agreed by the first Board of Directors and, later, by the General Meeting, it will be necessary to obtain the express authorization of the regular or special General Meeting.

18.3 The Board of Directors shall exercise its functions in accordance with the By-laws, Regulations and resolutions of the General Meeting. It shall consist of a President, who shall also be President of the Association, and ten directors who shall have the status of Vice-Presidents, all appointed by the “Elections” procedure regulated herein. In any event, (6) six vice-presidents of the Americas Region, (2) two vice-presidents of the European Region and (2) two vice-presidents of the Asian Region must be appointed.

The General Assembly may modify the distribution of the positions of vice president between the previously established regions, by simple majority, although a minimum of 4 vice presidents must be maintained for the Region of the Americas, 2 for the European Region and 2 for the Asian Region.

18.4 The Board of Directors shall function at the Association’s corporate domicile and may meet anywhere it chooses. The President of the Board of Directors shall sign for the corporation and act as its legal representative, both judicially and extra-judicially, and shall have the other powers listed herein, being entitled to appoint special agents or proxies. Notwithstanding the above, the Members’ Meeting shall be able to use the signature of the President or another Director for acts and contracts that it deems necessary. The Executive Secretary shall also act as secretary of the Board of Directors.

18.5 The Board of Directors must hold regular meetings at least twice a year, and shall require the attendance of the absolute majority of its members, as a minimum, in order to meet. The President may, on his own initiative or at the request of 2 or more Vice-Presidents, convene special meetings of the Board of Directors. The resolutions of the Board of Directors shall be adopted by the absolute majority of those attending, with the person chairing the meeting having the casting vote in case of a tie. In the absence of the President, the meeting shall be chaired by the Vice-President appointed by an absolute majority of those members of the Board of Directors present at the respective meeting.

18.6 Minutes of the Board of Directors. The substance of the deliberations and resolutions of the Board of Directors shall be recorded in a Minutes Book, which shall be signed by those directors present at the respective meeting. Any Director who wishes to dissociate himself from liability in some action or agreement must insist that his opinion be recorded in the minutes, or before signing them.

Members of the Board of Directors who for any reason cease to belong to the associated institutions or geographical area that they represent shall immediately become ineligible to hold office. If for any reason a vacancy occurs on the Board of Directors, the associated institution to which the member belonged must appoint a replacement, who will hold office until the next scheduled appointment of members of the Board of Directors.

The Board of Directors shall have the following duties and powers: a) to manage the Association, ensure compliance with the By-laws, and propose regulations and their amendments and duly apply them; b) to submit the annual report of the Association’s activities, the balance sheet of the previous calendar year and the budget for the following calendar year to the Regular Annual General Meeting; this faculty cannot be extended to such matters that must be contained by law and regulation in the Association’s by-laws. These regulations must be submitted for approval to the General Meeting closest to the date on which they are issued or modified.

Serious non-compliance with the obligations set out herein or engaging in activities contrary to the purpose of the Association that cause serious harm thereto or to any of its members, shall be cause for expulsion from the Association. The resolution shall be adopted by the Board of Directors following a process in which the member agency shall be able to state the case for its defense without any type of restriction. The Board’s decision must be well-founded.

An appeal against the expulsion may be lodged with the General Meeting within a period of 15 days from the time the affected party is notified of the disciplinary measure, by registered letter, fax or e-mail, addressed to the domicile registered with the Association. Notifications sent by fax or electronic mail will only be considered valid if the interested party acknowledges receipt. If the interested party does not acknowledge receipt of that notification, notification shall be given by twice publishing a notice in a national newspaper. The General Meeting shall resolve in its next regular or special session.

The Executive Secretary represents the Board of Directors in the offices and services maintained by the Association. He/she shall be appointed by the Board of Directors and may be removed if such organ deems it convenient. The Executive Secretary shall have the following duties and powers:

a) to record the respective minutes, sign them and keep the corresponding books under his/her care;

b) to act as the Secretary of the Association, the Member’s General Meeting and the Board of Directors;

c) to see to it that the resolutions adopted by the Association’s authorities are implemented;

d) to receive and dispatch the correspondence of the Association’s authorities, using his/her signature alone for communicating the resolutions of the Member’s General Meetings Board of Directors and all such matters considered routine paperwork and not a pronouncement of the Association, which might require decisions from its maximum authorities;

e) to keep the members’ registry and safeguard seals and documents of particular importance;

f) to inform the members by letter, fax or electronic mail of particularly important resolutions adopted by the Members’ General Meetings and Board of Directors and send the respective notifications; and

g) to direct possible or permanent publications made by the Association and its public relations, pursuant to the resolutions of the Board of Directors.

The Executive Secretary shall be entrusted with the Association’s equity and shall have the following duties and powers: a) to collect and receive fees and handle all matters concerning income of monies and goods for the Association, and pay its commitments; b) to deposit and invest all funds payable to the Association in financial institutions, in accordance with specific instructions from the Board of Directors, allocating the money in such a way as to obtain the maximum security and interest. The Board of Directors shall endow him/her with the necessary authority;  c) to present the Board of Directors once every six months with the list of members who are in arrears in the payment of their fees and pecuniary obligations to the Association and also to do so in each session of the Member’s General Meeting, in order to establish those who may exercise their rights to voice and vote;  d) to ensure that the accounting system is clear and detailed, and submit a financial statement to the Board of Directors with the regularity that it may decide; e) to sign checks jointly with the President, or in the manner decided upon by the Board of Directors, for which purpose the Board of Directors shall grant him/her the necessary authority; f) to submit the Budget for the following calendar year to the Board of Directors, before the Regular Annual General Meeting is held.

24.1 The Association’s equity shall be made up of the goods that it obtains in any way, from income produced by such, from donations, inheritances and legacies received, from the sale of assets and services and from the ordinary, extraordinary and maintenance fees paid in by members.

24.2 There shall be three types of subscriptions for Class A and B members: incorporation, regular and extraordinary. The General Meeting shall decide in each case the total and partial fee to be paid by each class of member. The incorporation fee shall be paid only once, when the membership application of a new member is approved; its value shall be fixed each year by the Regular Annual General Meeting, on the basis of a proposal from the Board of Directors. The founder members shall not pay an incorporation fee. The regular fees are to be paid every four months, their value to be decided in the same way as set out above; extraordinary fees (or contributions) shall be used to finance projects or activities already scheduled and must be approved by the General Meeting of Members on the basis of a proposal from the Board of Directors, with an absolute majority of the Class A and Class B members present at that Meeting.

Class A members shall pay all the ordinary and extraordinary fees set by the General Meeting and class B members shall pay the percentage of such fees set by that same Meeting.

24.3 There shall be a maintenance fee to be paid by collaborating members, which is to be determined by the General Assembly.

24.4 It is the responsibility of the Board of Directors, within its management powers, to decide on the investment of the corporate funds.

25.1 After the fourth consecutive reelection, a special quorum of 80% (eighty percent) of the Class A and Class B members attending the meeting will be required. The members of the Auditing Committee cannot be members of the Board of Directors at the same time. The members of the Auditing Committee shall serve in an honorary capacity and shall not receive payment of any type for the position that they hold.

25.2 The members of the Auditing Committee may not be employed by, or be dependent on the Association.

25.3 The powers of the Auditing Committee are the following:

a) To request the Board of Directors to convene a Special General Meeting.

b) To supervise the corporate funds and their investment at any time.

c) To inspect the accounting ledgers and other aspects involved in the running of the Association, at any time.

d) To check the annual balance sheet, approve it, or with due justification, object to it, before it is presented to the Annual General Meeting.

e) To advise the Board of Directors when required to do so.

f) To fulfill any other task of inspection or control that the General Meeting may consider advisable or may entrust to it.

The process for appointing members of the Board of Directors and the Auditing Committee shall be carried out every 3 years, during the course of the corresponding regular Annual General Meeting.

The voting shall be by secret ballot and shall be carried out by lists which must be registered with the Electoral Commission at least eight days before the date of the election. Separate lists must be drawn up for the Board of Directors and the Auditing Committee, with an indication of the candidate for President in each case, of the Vice-Presidents who are applying for the position in the case of the Board of Directors and of the four remaining members in the case of the Auditing Committee.

The posts shall be distributed by the system of proportional representation.

The Electoral Committee shall be made up of five members. It shall be appointed by the Regular Annual General Meeting in the years in which elections must be held and shall continue to function until the election process for which it was appointed is completely finished. This Committee shall be in charge of all matters concerning the election itself, such as counting the votes and ascertaining the results and successful candidates.

The reform of the By-laws can only be agreed to on the basis of a proposal from the Board of Directors in a Special General Meeting specially convened for such purposes, and must have a two-thirds majority of the votes of the paid-up Class A and B members of the Association attending the General Assembly, as long as they represent over 50% (fifty percent) of the total votes of each membership class (A and B); and it shall take place in the presence of a Notary Public who certifies the fact that all the formalities indicated in the by-laws for such a reform have been complied with.

The dissolution of the Association may be agreed to on the basis of a proposal from the Board of Directors, in a Special General Meeting specially convened for such purposes, which must also have a two-thirds majority of the votes of the paid-up Class A and B members attending the General Assembly, provided that they represent over 50% (fifty percent) of the total votes of each of the membership classes of the association, (A and B). It shall take place in the presence of a Notary Public who certifies the fact that all the formalities indicated in the by-laws for the dissolution of the Association have been complied with.

In the event of the dissolution of the Association, the goods pertaining thereto shall be assigned to the “Asociación Civil Rostros de Esperanza”, a Uruguayan non-profit organization.

The Association’s fiscal year will end on December 31 each year

32.1 The (2) two positions of vice-president of the Board of Directors that represent the Asian Region will be filled as follows: (a) the first position for this region will be filled once there are (2) two full members representing the region, and (b) the second position will be filled once there are at least 7 full members from the region.

32.2 Once the aforementioned number of full members for the Asian Region is achieved, the new vice-president, and subsequently the second vice-president, for the Asian Region of the Association must be appointed in the next Regular Annual Members’ Meeting. Only the first of these two positions will be exempt from the “elections” procedure set out herein, and the appointment will be conducted by a simple majority of votes in the Regular Members’ General Meeting.