NATURE, ORIGIN, PURPOSE AND REGISTERED HEADQUARTER
Article 1.- The International Association of Collateral Loan Institutions, constituted on 28 September 1957, represents and coordinates member Institutions that engage in credit operations through collateral warranties, their national associations, as well as any member Institutions that carry out micro-credit, social credit or solidarity credit operations.
Article 2.- The headquarters and registered address of the Association are the same as those of the member Institution that holds the Chairmanship.
The first language of the Association is the official language of the country in which its headquarters and registered address are located. In addition, the official languages of the Association are English, Spanish, Italian, and French.
Article 3.- The purpose of the International Association is to:
- Promote social credit universally, in the form of collateral as well as in the form of micro-credits and solidarity credits, to promote the incorporation of new Institutions of this nature and to develop existing ones.
- Facilitate the exchange of experience, innovation and technologies at the operative, legal, and social levels, and at any other level that is in the interest of the member Institutions.
- Study and promote initiatives and collaboration agreements among the members, with respect for the principle of free competition.
- Seek collaboration with supranational Institutions and associations that engage in collateral loan operations.
Article 4.- Membership to the International Association is open to:
- Private artificial persons and bodies, and public artificial persons, independently of their name and manner of incorporation, who engage in collateral loan operations and have a social function against usury, in accordance with the laws of the country in which registered address of the said artificial persons is located.
- Private artificial persons and bodies, and public artificial persons, independently of their name and manner of incorporation, who engage in social and solidarity credit operations against economic exclusion, in accordance with the laws of the country in which registered address of the said artificial persons is located.
- The national associations of the member Institutions.
Application for membership by new members shall be presented in writing to the Association’s General Secretariat.
The social dimension of applicants’ financial activities, in accordance to the laws of their respective countries, will be a key consideration for their admission into the Association. Acceptance will depend on the vote in favour of the Standing Committee and acknowledgment by the General Meeting.
Natural persons and pawnshops or similar Institutions that have a strictly speculative purpose shall not be able to become members under any circumstance.
Article 5.- The International Association’s member Institutions may cease to be members at their own request, or due to non-payment of the annual membership fee, or for any other reason.
Voluntary requests to withdraw membership will be presented in writing to the General Secretariat and will take effect from the moment they have been reliably notified, if no contrary legal or statutory requirement exists.
Failure to pay the membership fee during two consecutive years and after a prior written reminder to pay will entail exclusion by decision of the Standing Committee. The decision shall be notified to the interested Institution and at a General Meeting.
Exclusion from the Association for any other reason shall require a vote by two thirds of all the members of the Standing Committee. A reasoned proposal shall be made at the General Meeting, and exclusion shall need the vote in favour of two thirds of the votes, in accordance with the last paragraph of Article 12.
Article 6.- The obligations of the Member Institutions shall be:
- To comply with the Statutes and decisions of the Association’s bodies.
- To pay the membership fee during the first quarter of each year.
- To provide statistical data and information on activities, as required.
- To facilitate exchanges of experience requested by any member Institution through the Association.
- To cooperate towards the fulfilment of the Association’s objectives.
Article 7.- The rights of the member Institutions shall be:
- To attend the Association’s meetings with voice and vote. To propose matters of interest before the General Meeting and the Standing Committee.
- To receive communications and publications from the Association.
- To participate in the activities and execute the Association’s goals.
- To obtain information and guidance from the Association. Exchange experience on new products, applied technology, auctions and other interesting issues with fellow members.
- To know beforehand when Meetings are to be held and to vote on the Minutes for the annual revenue and expenditure budget.
- To use the Association’s logo and to be a Member of the Association.
The member Institutions shall be current in the payment of their membership dues before they can exercise their rights.
Article 8.- Although it comprises member Institutions and bodies, the Association is an independent artificial person. Members shall be responsible for their acts, particularly in relation to agreements, operations, or any other commitment each one may undertake.
Article 9.-The General Meeting and the Standing Committee shall comprise the Association’s Board.
The General Meeting, the Standing Committee, and the natural persons who represent the member Institutions shall perform their duties in the sole interest of the Association and of the member Institutions, without distinction.
Article 10.-The Secretary General shall take minutes of the Board’s meetings, deliberations, votes and agreements. The minutes shall be signed by the Secretary General with the approval of the Chairperson, and by two representatives of the member Institutions, designated at the time from among those who are attending the meeting, who shall act as auditors.
THE GENERAL MEETING
Article 11.- The General Meeting is the highest body of the Association. It is formed by all of the member Institutions who may appoint accredited representatives to attend the meeting with full voting rights.
Each member Institution shall have right to one vote. However, should they be in arrears in the payment of their annual dues, they may take part in discussions at the meeting but shall not have a right to vote.
The member Institutions shall exercise their right to vote through their representative or through a written authorisation for a member Institution to act as their proxy, as established in the final paragraph of Article 12.
Article 12.- An ordinary General Meeting shall be held at least once every two years. An extraordinary meeting may be held at the proposal of the majority of the members of the Standing Committee or at the express request of one fourth of the member Institution members to the Standing Committee.
The Chairperson of the Association shall call the General Meetings at least three months before they are to be held, and shall enclose a draft of the agenda.
During the month following the call to the meeting, members may propose new items that, if deemed to be of general interest, will be included by the Chairperson in the final Agenda, if appropriate. A Memorandum and Settlement of Annual Accounts for the previous year and the estimated Budget of income and expenditures for the following year shall be included in the Agenda.
The Ordinary General Meeting shall be validly constituted when attended at first call by one third of the member Institutions and, at second call, by any number of member Institutions.
Agreements shall be valid when decided by half of the votes plus one vote of the member Institutions attending the meeting. Agreements on matters contained in paragraphs a), e), f) and h) of Article 13 require the physical presence of the member Institution’s representatives. In such cases, the proxies alluded to in the final paragraph of Article 11 are not allowed. Votes shall be nominative and, if so requested by a single or more voters, they shall be secret.
Article 13.- The functions of the General Meeting shall be:
- To appoint and elect the member Institutions who will hold the Chairmanship, vice-chairmanship, and other members of the Standing Committee. This implies that the Meeting will accept that the elected Institutions will appoint their own representatives to those positions.
- At the proposal of the Association’s Chairperson, to vote on the approval of the Standing Committee’s management, the Memorandum, budgets and annual accounts for each year, and the annual dues per member.
- At the proposal of the Standing Committee, to vote on the approval the fees of the Secretary General and other collaborators, as well as any extraordinary expenditures.
- To establish the general guidelines for work programmes and performance policies.
- To dissolve the Association.
- To exclude member Institutions, when necessary.
- Any other decisions of general interest to the Association or its member Institutions.
- To modify the Articles of Association.
THE STANDING COMMITTEE
Article 14.- The Standing Committee is the executive and management body of the Association. It comprises the Chairperson, vice-chairpersons, the National Associations, and the elected committee members. The National Associations may also be elected members of the Standing Committee by the member Institutions of their respective countries.
Article 15.- The Standing Committee shall hold an ordinary meeting at least once a year when called by the Chairmanship and an extraordinary meeting at the request of a majority of its members.
For a meeting to be validly held, it must be attended by five member Institutions from at least three different sovereign States, one of which will be the State holding the Chairmanship, or one of the Vice-chairmanship if the Chairperson is absent. Decisions shall be adopted by the simple majority of votes issued by the members attending the meeting, unless there are proposals that require an Extraordinary Meeting, in which case a vote in favour issued by two thirds of the members shall be required.
The voting procedure for re-electing or removing the persons who hold positions on the Board shall be opened three months before the Meeting is held, and it will be included in the draft agenda. However, candidates may be nominated during the General Meeting and they will be voted under the appropriate item.
The Chairperson, or the acting Vice-chairperson, shall have the casting-vote.
Article 16.- The functions of the Standing Committee shall be:
- The admission of new member Institutions, routine departures or at the request of the party concerned, and the proposed exclusion of members in accordance with paragraph 4) of Article 5.
- The execution and development of the decisions adopted at the General Meeting.
- The determination and control of the income and expenditure budgets and the annual dues, after they have been approved at the General Meeting.
- To approve non-budgeted expenditures and budgets that surpass ordinary management, which must be ratified at the General Meeting.
- Decision-making in the face of emergencies, including issues that pertain to the General Meeting, and without prejudice to ratification of such decisions at the General Meeting.
- To set the remunerations required for the Secretariat to function, which shall be presented to the General Meeting for approval.
- To formulate proposals to the General Meeting for the exclusion of member Institutions, to modify the Articles of Association and to dissolve the Association, as established in the present Articles of Association.
- Any other issue not expressly assigned to another body or that relates to the government, control and management of the Association.
Article 17.- The Chairmanship, elected at the General Meeting from among the member Institutions, represents the Association. The Chairperson is the highest representative and directly responsible for the management and development of the Association’s activities. The Chairperson is elected for a four-year period and may be re-elected. Chairpersons are freely appointed by the member Institution that they represent. In the event of dismissal, resignation or demise, the Institution that appointed the Chairperson shall freely appoint someone as a replacement.
Article 18.- The functions of the Chairperson shall be:
- To represent the Association in court and before any other public or private body.
- To call meetings of the Association’s Board and to ensure compliance with decisions adopted at the meetings.
- To immediately address issues that require extraordinary and urgent solution, in substitution of the Standing Committee. To submit the decisions taken to the said committee for ratification.
- To supervise ordinary management of the Association’s assets and disposable income.
- To plan and execute the Association’s policies, in accordance with the decisions made by the Standing Committee and the General Meeting.
- To present the Standing Committee’s management report, Memorandum and annual accounts, the income and expenditure accounts, and the annual dues per member for each economic year during the General Meeting.
- To distribute the Standing Committee’s work to the various areas of activity, assigning to the Vice-chairpersons and the Secretary General their specific goals and tasks for each economic year.
- To appoint the General Manager.
- To delegate his or her functions to the Vice-chairpersons or the Secretary General.
- The Presidency will be in charge of the coordination and representation of the member entities that correspond to the region of the world to which it belongs, in a specific way, and in which the Association is divided in operative terms, Eurasia and America.
Article 19.-The Association shall have six Vice-Chairmanships, five for collateral loans and the other one for social credits, who shall be elected at the General Meeting from among the member Institutions. Vice-chairpersons are elected for a four-year period and may be re-elected. The Vice-chairpersons are freely appointed by the member Institution that they represent. In the event of dismissal, resignation or demise, the Institution that appointed them shall freely appoint someone to replace them.
Article 20.-The functions of the Vice-chairpersons shall be:
- To fulfil the functions of the Chairperson with, for whatever reason, he or she is unable to do so. In such an event, the most senior of the Vice-chairperson shall occupy the Chairperson’s place and in case of equality, the oldest one.
- To coordinate the attainment of the goals and work programmes set out by the Standing Committee and the Chairperson in the area of collateral and social loans.
THE SECRETARY GENERAL
Article 21.- The Association shall have a Secretariat, chosen by the general meeting.
Article 22.- The functions of the Secretary General shall be:
- The ordinary management of the Association’s assets and disposable income in banks, and accounting, according to the guidelines and faculties granted by the Standing Committee and under the supervision of the Chairperson.
- To execute the tasks expressly delegated or entrusted to the Secretary General by the Chairperson, the Standing Committee or the General Meeting.
- To coordinate the goals and work programmes set out by the Standing Committee and the Chairperson.
- Ordinary correspondence with member Institutions and distribution of the Associations official publications.
- To prepare the necessary infrastructure for the proper development of the governing bodies’ meetings.
- To keep the minutes of the sessions of the General Meetings and the Standing Committee, and the issuance of certificates on any matters pertaining to the Association or its members.
- To assume the functions of Secretary General at Meetings and to the Standing Commission.
- To hire the staff required to ensure the proper running of the Secretariat.
- The Secretary General will be in charge of the coordination and representation of the member entities that correspond to the region of the world to which it belongs and in which the Association is divided in operative terms, Eurasia and America.
THE GENERAL MANAGEMENT
Article 23.- The Association will have a General Manager, proposed by the President. Both his appointment and his resignation will be ratified by the General Assembly. His position will be remunerated and will have auxiliary personnel to perform his duties.
Article 24.- The responsibilities of the General Manager are:
- The ordinary administration of the estate, the provision of bank account balances and the accounting of the Association, according to the guidelines and powers granted by the Standing Committee and with the supervision of the President and the Secretary General.
- The execution of the tasks delegated or entrusted by the President and the Secretary General, the Permanent Commission or the General Assembly expressly.
- The coordination of the objectives and programs of work determined by the Permanent Commission and the President and the Secretary General.
- Ordinary correspondence with the Associated Entities and distribution of the official publications of the Association.
- The preparation of the necessary infrastructure for the proper functioning of the meetings of the governing bodies.
- The custody, together with the Secretary General, of the minutes of the sessions of the General Assembly and of the Permanent Commission.
- The hiring of the necessary personnel to carry out the work of the Secretariat.
- Support for the work of the Presidency and the General Secretariat in their respective geographic areas and in the work carried out in any of them.
MEMBERS OF THE BOARD
Article 25.- The Association shall have as many members of the Board as sovereign countries, at least one member for each country, elected by co-option from among the nationals of the same country when there is more than one. The members of the Board shall be freely appointed natural persons proposed by the member Institution that they represent. In the event of dismissal, resignation or demise, the Institution that appointed them shall freely appoint someone to replace them.
Article 26.- The functions of the Board members shall be:
- To attend the meetings of the Standing Committee when called in due time and manner.
- To coordinate and promote the Association’s activities in the countries that appointed them as members of the Board.
RESOURCES AND ASSETS
Article 27.- The Association’s resources comprise:
- The annual dues paid by the member Institutions.
- Annual donations and endowments.
- Other income
Article 28.- Each member Institution shall contribute towards the Association’s expenses by paying annual dues. The dues for each economic year shall be established by the Standing Committee and voted at the General Meeting, according to the annual budgets.
Those members who do not belong to a bank or a group of companies, and therefore do not have sufficient resources to pay full dues, may obtain a fifty percent reduction on the annual dues by sending a written and reasoned application to the Secretary General. The Standing Committee shall decide whether they are eligible for the reduction.
From the moment the present Articles of Association are approved, the annual dues may be increased or reduced on the budgets for each year, according to the decision of the Board. In exceptional circumstances, extraordinary dues may be set to cover a specific need for extra funding.
Member Institutions shall pay their annual dues before the end of the first quarter of each year by depositing the amount in the Association’s current account. Members shall be sent a receipt upon request.
Article 29.- The Association’s assets are managed by the Standing Committee, in which all of the Association’s properties are included. The initial capital shall be increased or diminished, as may be, by the surplus or deficit generated during each economic year.
Article 30.- Member Institutions that withdraw from the Association shall lose all their rights over the Association’s assets.
CHANGES IN THE ARTICLES OF ASSOCIATION
Artículo 31.- Changing the Articles of Association requires:
- The written request of five member Institutions of at least three different sovereign countries and a proposal in favour of the motion of two thirds of the members of the Standing Committee.
- That the proposal to change the Articles of Association shall be enclosed in the call to the Ordinary General Meeting and on the Agenda.
- That one third of the member Institutions attend the meeting and a two-thirds majority vote in favour of the proposal.
DISOLVING THE ASSOCIATION
Article 32.- To dissolve the Association it is mandatory:
- To obtain the vote in favour of two thirds of the members of the Standing Committee.
- To call an Extraordinary General Meeting, with the proposal to dissolve the Association on the Agenda.
- For more than half of the member Institutions to attend the meeting and a two-thirds majority vote in favour of the proposal.
When the members at the Meeting decide to dissolve the Association, the Extraordinary General Meeting shall appoint a Settlement Committee to wind up and distribute the Association’s assets and to settle its debts.
Any remaining liquid assets left over after liquidation shall be distributed to the member Institutions in the same proportion in which they have contributed towards paying the Associations costs. The member Institutions shall contribute any necessary amounts that may be required to settle the debts that are not covered by liquidating the Association’s assets.
CHAPTER RELATING TO THE MANAGEMENT BODIES OF THE ASSOCIATION
The Presidency and the General Secretariat of the Association may not fall into the same entity or entities of the same continent, seeking in this way a better and more effective representation of all the associated entities.
To this end, the Association is divided into two perfectly delimited geographical areas: on the one hand America, encompassing South America, Central America and North America; And on the other Eurasia, which will encompass Asia, Africa and Europe.
With the same objective of achieving full representation of all entities, the General Assembly shall elect a Presidency and a General Secretariat every four years, which may form a joint candidature, if they so wish, and which may alternate during the term of office, after ratification Of the Assembly. At the end of the term, both entities may be re-elected for another four years, if so decided by the General Assembly.
In order to discharge the executive power of the Association’s work to the new General Secretariat, the General Management is created, which is entrusted with the work of permanent support to the Presidency And the General Secretariat, especially in its work of coordination and representation of the entities of their respective geographical areas.