LATIN AMERICAN COUNCIL OF MANAGEMENT SCHOOLS CLADEA STATUTES

Transcription

1 LATIN AMERICAN COUNCIL OF MANAGEMENT SCHOOLS CLADEA STATUTES This edition was approved by the Assembly of Deans of CLADEA during the session held on November 7, 2009 in Guayaquil (ECUADOR) at the XLIV Annual Assembly of CLADEA. The Executive Committee of CLADEA reviewed the style and consistency of this document at its meeting on April 26, 2011 in San Juan (PUERTO RICO). FIRST CHAPTER: Regarding name, nature of business and purpose of the entity. CHAPTER TWO: Regarding the domicile and assets of CLADEA. CHAPTER THREE: Regarding the members, their affiliation, rights and obligations. CHAPTER FOUR: Regarding representation, organization and governance. CHAPTER FIVE: Regarding relations with governments and international entities. CHAPTER SIX: Regarding duration, dissolution and liquidation. CHAPTER SEVEN: Regarding some general rules. CHAPTER EIGHT: Regarding the Executive Committee. FIRST CHAPTER: REGARDING THE NAME, NATURE AND PURPOSE OF THE ENTITY First article: The Latin American Council of Management Schools is an international institution that was initially chartered in Lima, Peru on March 06, 1967 under the name of the Latin American Committee of Deans of Schools of Administration. Its acronym, CLADEA, is the abbreviated version of this denomination and will be considered the same entity for all legal effects. Second article: CLADEA is a non-profit civil association. It is international in scope and has been set up for educational purposes. It is governed by the laws that regulate the functioning of this type of association in the countries in which it takes action. Third article: CLADEA may not be involved in political or religious activities or consider political, ethnic or religious factors to accept or exclude institutions that seek membership status. Fourth article: For its minutes and official documents, CLADEA will use the Spanish language but may use other languages that are employed in the countries where its member institutions operate should this be necessary to effectively execute activities. Fifth article: CLADEA defines itself as an association of institutions of higher learning that are dedicated to teaching and research in the areas of public and private management.

2 The member institutions of CLADEA will work at the university level even if they are not affiliated with a specific university. Members must offer formal education programs whose contents, in the eyes of the Assembly, are considered as constituting post-graduate studies following a bachelor s degree or its equivalent and which lead, in the very least, to the obtention of a Master s Degree or its equivalent according to the current denominations for the same in different countries. Sixth article: CLADEA s objective is to contribute to the process to solve Latin America s most significant problems by engaging in education, research and the dissemination of knowledge and techniques of Administration. To fulfill this general objective, CLADEA will conducts activities to: 1) Promote a high level and expand the ambit of education in the area of Administrative sciences and techniques among its members. 2) Provide assistance to other education institutions to develop their programs in the area of Administrative sciences and techniques. 3) Coordinate efforts to promote research in Administration within each member institution and in each country in particular and in the ambit of CLADEA and Latin American societies in general. 4) Disseminate knowledge and techniques of Administration among individuals linked to social and economic organizations in Latin America. 5) Provide technical assistance to national and international entities linked to development in Latin America. 6) Propitiate the creation and maintenance of centers for information, documentation and bibliographies related to Administrative sciences and techniques to subsequently apply said data to the Latin American reality. 7) Cooperate in developing teaching materials for Administration in Latin American. 8) Maintain permanent communication between its members and with other institutions working in the field of Administration in each country and in the international ambit. 9) Promote and take responsibility for publishing books, magazines and other research and teaching materials that are based on the work of its members or which are determined to be of special importance to its members activities. 10) Conduct seminars and other events of international scope that favor the exchange between its members and the exchanges of these individuals with entities and individuals who are committed to solving specific problems in Latin America. 11) Ensure that the development/training provided by programs in the area of Administration is applied in the process to solve the main problems that Latin American societies face so that the disciplines of Administration become efficient tools for social and economic improvement in these societies. 12) Collaborate with initiatives to achieve more integration in Latin American countries. 13) Conduct activities in accordance with the decisions made by the Assembly. 14) Establish systems to obtain, channel and distribute the economic resources needed to fulfill the purposes outlined in the preceding numerals of this article. SECOND CHAPTER: REGARDING THE DOMICILE AND ASSETS OF CLADEA Seventh article: CLADEA will have an autonomous seat that is independent of its member institutions. The location of this seat will be defined by the Managing Committee and the Assembly will be informed of said decision. The domicile can be established in a separate locale or on the campus of an academic institution.

3 If the Executive Committee decides the change the location of the seat, it must notify the Assembly two years in advance with the exception of circumstances of force majeure. To select the seat, the following factors, among others, will be considered: 1) The possibility that communication will be easy and safe with the members and other international and national institutions. 2) The possibility of obtaining recognition from national and local authorities as well as the collaboration necessary to help the association carry out its activities. Eighth article: CLADEA s assets will be composed of the annual quotas that members must pay; the extraordinary quotas of said members; the registration fees charged to new members; any other contributions of its members; and the goods that it acquires through donations, purchases or as payment for services or any other legal activities. To fulfill its objectives, CLADEA may purchase, sell or enter into all kinds of transactions and contracts. THIRD CHAPTER: REGARDING MEMBERS, THEIR MEMBERSHIP, RIGHTS AND OBLIGATIONS Ninth article: Institutions that are involved in teaching, research and promoting the Administrative sciences and techniques may join CLADEA if they fulfill the requirements outlined in these statutes. There are four categories of members: full members, associated, observers and institutional entities. A) Full member To be a full member the following is required: 1. Must be an institution of higher learning that is dedicated to teaching and research in Administration or similar disciplines. 2. Must offer formal post-graduate studies that lead to a Master s Degree or other degrees for higher learning that are accredited or recognized by the university system in each country. 3. Must have an adequate number of professors with advanced post-graduate degrees who have stable ties with the institution, whether on a full or part time basis, and engage in teaching, research and extension activities. 4. Must have the human, physical and economic resources to accomplish its objectives and possess the high academic standards that CLADEA seeks. 5. Must have had at least three graduating classes and a minimum of three years of institutional activity (according to point 2) and obtain approval from the Assembly. B) Associate Member To be an associate member the institution must: 1. Be an institution of higher learning that is dedicated to teaching and research in Administration or similar disciplines. 2. Offer formal programs for higher learning (university level) that lead to a Bachelor s degree or Professional Degree and which are accredited or recognized by the university system in each country. 3. Have an adequate number of professors who possess advanced academic degrees and have stable ties with the institution, whether on a full or part time basis, and engage in teaching, research and extension activities. 4. Must have the human, physical and economic resources to accomplish its objectives and possess the high academic standards that CLADEA seeks. 5. Obtain approval from the Assembly.

4 C) Observing Member To be an observing member the institution must: 1. Be an institution of higher learning but not necessarily part of the university system; it must be dedicated to teaching or research relative to Administration or similar disciplines. 2. Obtain the Assembly s approval. D) Institutional Member Tenth article: To be an institutional member the entity must: 1. Be an institution whose final purpose is to promote the development of institutions of higher learning that are dedicated to imparting post-graduate programs and research in Administration or which coordinate activities with these institutions. 2. Obtain approval from the Assembly. Any institution that wishes to join CLADEA as a member in any of the categories described in the ninth article must follow the procedure outlined below: 1) Send a written, formal request to the Executive Office at CLADEA. 2) Provide any information that may be required and in the way requested by CLADEA. 3) Receive a visit from the Executive Director or the individual assigned by the Executive Committee to corroborate and complete the information required to process the application. The Managing Committee will then use this information to conduct a preliminary round of qualification and will concede provisional admission to the applicant if it deems that requirements have been met. The same procedure will apply to associate members who request a status change to become a full member. The Executive Committee s decision must be ratified by the Assembly at its next meeting. Eleventh article: Full members will have the following rights: 1) May attend CLADEA s ordinary and extraordinary assemblies with the right to a voice and vote. 2) Seek and propose candidacies to: Act as the seat of the annual Assembly according to the procedures established by the Executive Committee. Hold executive positions in CLADEA: Presidency and the Managing Committee. 3) Participate in equal conditions with other full members in the benefits derived from CLADEA s activities in: teaching programs, research, seminars, technical assistance and all other services that CLADEA and its centers for specific activities offer. 4) Present initiatives or petitions to the assemblies, the President, the Executive Director and the specific centers of activities at CLADEA. 5) Publicize, by any means of communication, its status as a full member of CLADEA. 6) Request to withdraw from the institution at any time through written communication to the Executive Director. Members that withdraw are not exempt from obligations, whether financial or otherwise, which have been previously incurred with CLADEA. The associate members will have the following rights: 1) Attend ordinary and extraordinary assemblies at CLADEA with a right to voice and vote. 2) Propose candidates to hold executive positions in CLADEA: Presidency and the Executive Committee. 3) Propose or apply to act as the seat for the Annual Assembly. Participate in equal conditions with other associate members in the benefits derived from CLADEA s activities in: teaching programs, research, Seminars, technical assistance and all other services that CLADEA and its centers for specific activities offer.

5 5) Present initiatives or petitions to CLADEA s assemblies, President, Executive Director and centers for specific activities. 6) Make public, through any means of communication, its status as an associate member of CLADEA. 7) Request to withdraw from the institution at any time through written communication to the Executive Director. Members who withdraw are not exempt from any obligations, whether financial or otherwise, which have been previously incurred with CLADEA. Observers will have the following rights: 1) To attend CLADEA s ordinary and extraordinary assemblies with a right to a voice but no vote. 2) Participate in equal conditions with other observers in all benefits derived from CLADEA s activities in: teaching programs, research, seminars, technical assistance and all other services that CLADEA and its centers for specific activities offer. 3) Present initiatives or petitions to CLADEA s assemblies, President, Executive Director and centers for specific activities. 4) Make public, through any means of communication, its status as a CLADEA observer. 5) Request to withdraw from the institution at any time through written communication to the Executive Director. Members that withdraw are not exempt from obligations, whether financial or otherwise, which have been previously incurred with CLADEA. Institutional members will have the following rights: 1) To attend CLADEA s ordinary and extraordinary assemblies with a right to a voice but no vote. 2) Participate in equal conditions with other observers in all benefits derived from CLADEA s activities in: teaching programs, research, seminars, technical assistance and all other services that CLADEA and its centers for specific activities offer. 2) Present initiative or petitions to CLADEA s assemblies, the President, the Executive Director and centers for specific activities. 3) Make public, through any means of communication, its status as an institutional member of CLADEA. 4) Participate in equal conditions with other observers in all benefits derived from CLADEA s activities in: teaching programs, research, seminars, technical assistance and all other services that CLADEA and its centers for specific activities offer. Twelfth article: All of CLADEA s members are obligated to: 1) Pay the one-time entrance fee that has been previously set by the Assembly for new members. 2) Pay CLADEA s annual membership fee, which will be set by the Assembly. 3) Pay the extraordinary quotas that the Assembly sets. 4) Provide any information that CLADEA requests according to the periodicity established. 5) Fulfill the tasks assigned to it by the Assembly and the President once said tasks have been accepted. 6) Comply with all the norms contained in these statutes and the agreements made by the Assembly as long as the same are in accordance with the laws in the respective country. 7) Respect the commitments that CLADEA has made with regard to its activities and recognize the rights that have been established in favor of CLADEA relative to the projects it promotes and in which its members participate. 8) Engage in all activities that help CLADEA achieve its objectives.

6 Thirteenth article: The Assembly reserves the right to strip a member of its status or change its membership category if said member has been involved in an event that the Assembly believes is cause for dismissal or change in status according to these statutes or in compliance with a decision and agreement enacted by the Assembly. FOURTH CHAPTER: REGARDING REPRESENTATION, ORGANIZATION AND GOVERNANCE Fourteenth article: The members will be represented in CLADEA by its maximum authority, whether the Chancellor, Dean or Director, according to the rules established by the institution, or by the person to whom sufficient powers have been granted, whether through the normal structure of the institution or by means of a special, written delegation of said powers. In all cases, it is indispensable that the powers given to the individuals who represent the institutional member are sufficient, thereby allowing said persons to assume responsibilities and commitments before CLADEA. Fifteenth article: CLADEA will organize its activities through programs and plans whose execution will be the responsibility of, in accordance with the decision of the Assembly, its director, specific members who have assumed the responsibility of coordinating some of CLADEA s permanent activities or the commissions that are in charge of a specific and concrete task or which are fulfilling a function that is established in these statutes. Sixteenth article: CLADEA s governance bodies are the Assembly of Members, the Executive Committee, the Presidency and Executive Management. Seventeenth article: Executive Committee will be responsible for treasury functions, which include receiving and holding CLADEA s funds and securities in custody. Eighteenth article: In the spirit of confraternity and mutual respect that is shared by institutional members, CLADEA will strive to operate on the basis of consensus decisions. The Assembly will act as the maximum authority of CLADEA. Its formal agreements will be reached primarily through a simple vote except in those cases that have been previously stipulated in these statutes. The assemblies can be ordinary or extraordinary: ordinary assemblies will be held once a year at to the location and date agreed upon in the last Assembly. The President or Executive Director can call extraordinary assemblies at any time and said assemblies can also be called by the Assembly if at least two thirds of the same considers that there is an exceptionally important and urgent need for an Assembly Meeting. In all cases, the President will be notified of this situation. Nineteenth article: The agreements of the ordinary assemblies will be fully validated if the same have been attended by a least half plus one of the members with the right to vote or their representatives according to article 24 (present or representation by delegation) if said members have paid their annual membership fees with the exception of the cases established in articles 35, 36 and 37 of these statutes. The agreements established by these extraordinary assemblies will be valid if at least two thirds of the members with the right to vote or their representatives are present according to article 24 (present or represented by delegation) and have paid their annual membership fees. Twentieth article: Ordinary assemblies will be held on a rotating schedule in the countries and cities in which CLADEA has affiliated members. Said meetings will be held at the convenience of CLADEA and of the member or members who are hosting the event. The assemblies will be held in the city that the majority of members have chosen via written communication to the President of CLADEA, or will take place at the location that CLADEA deems most appropriate.

7 Twenty-first article: The ordinary and extraordinary assemblies will be formally called by the President of CLADEA thirty days prior to the session; this also applies to second calls to meeting. Twenty-second article: The resolutions and agreements adopted in CLADEA s assemblies will be recorded in summarized form in the meeting s minutes. These minutes will specify the number of members in attendance, the presidency, the subjects that are discussed and the agreements that are approved in addition to the statements and evidence made and presented by some of the members who have made an express request that the same be included. The minutes will be redacted by the Executive Director and signed by the President, Executive Director and a member of the Executive Committee who is appointed by the same in the preparation meeting that must be held prior to each assembly. Subsequently, the Executive Director must distribute a copy of the signed act to the members. Twenty-third article: Only the members who have the right to vote will be eligible to exercise said right in the ordinary and extraordinary assemblies; said individuals must have paid their annual membership and registration fees prior to the budget year in course at the time of the assembly. The institutions who have been admitted through ordinary Assembly can only exercise their voting rights in the following Assembly: whether ordinary and extraordinary. Twenty-four article: Each institution will have a right to vote that will be exercised by its head representative to the Assembly; this individual can delegate this right to any other member of the institution s team of representatives. The right to exercise a voice will be subject to the session rules of the Assembly. None of the institutional members can represent another in the Assembly. Nevertheless, in exceptional cases that the Assembly will need to define, this representation may be authorized but under no circumstances will the same person be permitted to represent more than one institution in addition to its own. In every case, acts of delegation must be recorded in writing. The voting system will be defined by the Managing Committee, which will in turn name an Elections Committee that will be composed of four people, one of whom will preside over the process. Twenty-fifth article: The attributions of the ordinary Assembly are: 1) To set CLADEA s general policies. 2) Approve the activity schedule. 3) Name the President and the members of the Managing Committee. 4) Ratify the seats that the Managing Committee has proposed for the ordinary assemblies. 5) Approve the operating budget for the following year. 6) Approve or refuse to admit new members and the withdrawal of those who fail to comply with the statutes and the Assembly s decisions. 7) Approve changes in the amount of monthly quotas and registration quotas of the members proposed by the Managing Committee. 8) Have knowledge of and approve the annual reports presented by the President and the Executive Director. 9) Set up commissions to execute the tasks approved by the Assembly. 10) Have knowledge of and approve the reports presented by the centers and commissions. 11) Decide on all other matters that have not been specifically attributed to other bodies of CLADEA and which are related to its purposes.

8 Twenty-sixth article: The President of CLADEA will be elected by the Assembly. There will be no re-election for successive periods. This individual will be formally elected at the last Assembly held prior to the date on which the last president finishes his or her term. There will be no limitation on re-election if the terms are not successive. All representatives of full members that have a seat in Latin America are eligible to run for the Presidency of CLADEA. If the individual who is elected should lose this status prior to the end of his term, a new election will be held as soon as possible. During the elections process, it is necessary to consider the candidate s capacity and disposition to engage in activities that promote CLADEA. The presidency will rotate among Latin American institutions. The President elect will be part of the Executive Committee according to the terms established in the twenty-ninth article. Twenty-seventh article: In the case that the President is temporarily or permanently absent, his or her functions will be assumed by one of the directors of the institutions with full membership in CLADEA who has been elected by the Managing Committee. This temporary President will exercise the functions of the Presidency until the Assembly proceeds to name a new President. Twenty-eight article: The attributions of and responsibilities of the President are: 1) To preside over meetings with the Executive Committee and present his or her recommendations to the Assembly as well as an annual report on his administration. 2) Ensure that CLADEA s statutes are upheld and the institution works properly. 3) Preside over assemblies. 4) Promote and maintain relations with international institutions with ties to CLADEA. 5) Formalize a mechanism for coordination and control of the process to execute the strategic plan developed by the Executive Director. Inform the Assembly regarding the institution s operations and present audited financial results. 6) Call together the members of the ordinary and extraordinary assemblies and sign the acts that are produced during these meetings. Twenty-ninth article: The attributions of the Executive Committee: 1) Approve the strategic plan, the annual plan of activities and the budget. 2) Give preliminary approval for the annual report and the annual accounts presented by Executive Management for subsequent submission before the Assembly for its consideration and approval. 3) Approve the annual reports of CLADEA s centers and commissions for submission to the Assembly and its subsequent approval. 4) Appoint external auditors for the financial statements. 5) Engage in other specific acts that have been delegated to it by the Assembly or these statutes. 6) Ensure that the statutes are fulfilled. 7) Advice the President as he executes the functions assigned to him or her by these statutes. 8) Aid Executive Management in the exercise of its functions and on visits to institutions. 9) Propose and implement membership policies; examine the documentation of the institutions that aspire to join CLADEA and present the respective recommendation to the Assembly. 10) Appoint the members of the Academic Advisory Committee. Thirtieth article: Executive Management will be exercised by the individual who is hired for this purpose. The Executive Director will be hired or removed by the President with the approval of the majority of the Executive Committee.

9 Thirty-first article: The attributions and responsibilities of Executive Director: 1) Legally represent CLADEA and sign the contracts or agreements needed to ensure that the institution functions properly in accordance with the limitations that the Executive Committee establishes. 2) Propose the strategic plan, the respective operating plans, and the budget to the Managing Committee and ensure that said plans are executed. 3) Supervise and ensure that the work associated with contracts or agreements that CLADEA has signed is completed. 4) Enact the decisions adopted by the Assembly and the Managing Committee. 5) Manage and execute the plans, programs and projects that have been approved by the Managing Committee or the Assembly and ensure adequate budget and financial management. 6) Participate in efforts to organize and execute the specific tasks that the Assembly has permanently delegated to some of CLADEA s membership. 7) Coordinate actions with CLADEA centers. 8) Collaborate in efforts to promote and develop CLADEA s most important programs, which have been approved by the Assembly and assigned to the commissions. 9) Manage CLADEA s funds. 10) Hire the personnel necessary to carry out all tasks related to CLADEA. 11) Promote, either jointly or independently of the President, the financing of some of CLADEA s activities. 12) Maintain the President and members of CLADEA informed. 13) Maintain up-date information on institutional members through a permanent commissions and the dissemination of an informative bulletin. 14) Collect annual fees from the members and other obligatory contributions. 15) Support the Managing Committee in its efforts to prepare CLADEA s annual program and budget. 16) Propose programs and plans to the Assembly. 17) Work to attract new members to CLADEA. 18) Call meeting of the Managing Committee and propose the agenda for the same. 19) Put together the agenda for the annual Assembly. 20) Present CLADEA s annual report and financial statements to the President for presentation to and subsequent approval by the Assembly. 21) Prepare any other reports that are requested of it by the Assembly or the President. 22) Provide the Assembly with copies of CLADEA S constitutions, statutes and agreements, session rules, minutes and other documents so that the members can refer to the same during session debates. 23) Redact the minutes of the ordinary and extraordinary assemblies and sign them in accordance with the stipulations in the twenty-second article of these statutes. 24) Ensure that an annual report, which includes the Assembly s agreements, is prepared and distributed to members. 25) Maintain a file containing the private and public documents that contain the constitutions, rules, acquired rights and obligations assumed by CLADEA and the agreements signed with other institutions as well as all statements and copies of correspondence, publications and evidence of financial movements. 26) Carry out other specific tasks that have been assigned to it by the Assembly and these statutes. Thirty-second article: To set up decentralized centers and programs, it will be necessary to enter into formal agreements with the institutions will manage the same; these agreements will establish the responsibilities and reciprocal obligations as well as the manner and periodicity with which the parties will account for their activities. Twenty-third article: The Assembly will name commissions to study documentation and reports related to applications for membership from different institutions and give their opinion to the Assembly.

10 FIFTH CHAPTER: RELATIONS WITH GOVERNMENTS AND INTERNATIONAL ENTITIES Thirty-fourth article: CLADEA will strive to maintain cooperation ties with all Latin American governments with regard to the integration of education systems and administrative development as well as efforts to conduct research on problems in Latin American societies. Thirty-fifth article: CLADEA will strive to collaborate in its areas of expertise with international entities, foundations in the education sector and agencies in different countries that have programs in Latin America, including regional and sub-regional integration bodies and entities involved in private and public management. SIXTH CHAPTER: DURATION, DISSOLUTION AND LIQUIDATION Thirty-sixth Article: CLADEA will be of indefinite duration and can be dissolved by the Assembly if at least two thirds of the members with voting rights choose to do so. The entity s liquidation will be conducted according to the rules established by the Assembly and the assets will be used to make pending payments. The remainder will be transferred to the institution or institutions that the Assembly appoints for said purpose. Thirty-seventh article: The following decisions will require the qualified majority of three fourths of the attending members with voting rights, by means of consultation in Assembly: 1) The decision to completely strip the membership of a full member of CLADEA 2) The decision to name a President 3) The decision to set up new decentralized centers and services and appoint the institution that will be in charge of said center or service. 4) The decision to remove the President from office prior to the end of his term. All other decision can be taken according to the vote of the simple majority of those attending the Assembly. SEVENTH CHAPTER: SOME GENERAL STIPULATIONS Thirty-eighth article: The total or partial modification of these statutes can only take place at an Assembly that is attended by at least two-thirds of the full members and by simple majority. The President of CLADEA must inform the Assembly of any intention to modify the statutes, which must have been requested by at least three members at the Assembly held just prior to the request for modification or at the initiative of the President. EIGTH CHAPTER: The Managing Committee Thirty-Ninth article: The Executive Committee is composed of nine members: the President, the Incoming President, the Outgoing President, and six members that are elected by the Assembly. The members must be elected according a rotation roster that includes CLADEA s full members. At least four of these individuals will be elected to represent schools in Latin America and no more than two will be elected to represent schools outside of Latin America. The appointment is for three years. The President, who is elected on a yearly basis, will sit on the Executive Committee for a period of three years: the first year as Incoming President; the second year as Acting President; and the third year as Outgoing President.

11 Fortieth Article: Regarding the Academic Advisory Committee: The Academic Advisory Committee will be in charge of advising the Executive Committee and Executive Director with regard to the academic and technical aspects relative to the Annual Assembly, academic publications and other projects assigned to it by the Managing Committee. This Academic Committee will be composed of five professors with proven international experience in research and teaching in their respective disciplines. The Managing Council appoints the Academic Committee. The Executive Director is an additional ex oficio member of the same. Forty-first article (transitory): The current Executive Director of CLADEA will remain in office until the next Executive Director is appointed in accordance with the stipulations set forth in this statute. This appointment must occur within the year following the date on which the Annual Assembly was held in Forty-second article (transitory): The current President of CLADEA will remain in office for the period for which the Constitutional Assembly has elected him or her. Once this period has ended, he or she will be considered the Outgoing President. Forty-third article (transitory): The current seat (ESAN University) will transfer the documentation and systems to the new executive seat. This transfer will be supervised by the President of CLADEA and the Rector of ESAN University, who will inform the Managing Committee about all progress that is made.