Article 14.- If the Chairman or Vice-Chairman of the Board of Directors ceases to hold his position with his Associate Member, a replacement eligible to serve will be chosen by

Approved on IX Annual Assembly Meeting 5 of 9ASSOCIATION OF SUPERVISORS OF BANKS OF THE AMERICAS A.C. BY-LAWS a majority vote of the Assembly. Until a Chairman is chosen, the Vice-Chairman will execute the Chairman’s responsibilities.

 

Article 15.- The Board of Directors will have the following powers:

a) Approve and verify the compliance of institutional policies and regulations for the appropriate implementation of the organization’s programs and projects;

b) Approve the Annual Work Program and related Annual Budget of the Association and submit them to the Assembly;

c) Select and appoint the Secretary General;

d) Submit proposals to the Assembly for the admission of new Associate Members;

e) Invite and decide on the admission of other organizations as Collaborator Members;

f) To designate an acknowledged and prestigious auditing firm for the Association, and report to the Assembly; and

g) Take any other actions deemed convenient for the adequate performance of the Association.

 

Article 16.- The Board of Directors will meet at least once a year and whenever required by the Chairman or by at least two other Directors.

Notice of the Board of Directors meetings will be made no later than five calendar days before the date set for the corresponding meeting and will be signed by the Chairman in his/her absence by the Vice Chairman or, through delegation, by the Secretary General, specifying the place, date and hour of the meeting, as well as the Agenda to be discussed. The notice will be sent to each of the Board members by facsimile or electronic mail, at the address registered in the Association’s registry confirmed by the member who received it by the same channel.

A quorum will exist if the majority of Directors and either the Chairman or Vice-Chairman are present. Resolutions will be passed by a majority of votes. In the case of a tie, the person who chairs the meeting will decide the question. The Board of Directors may meet in any location agreed upon by its members and it may invite other Associate or Collaborator Members to its meetings as observers. In the absence of the Chairman, the Vice-Chairman will chair meetings of the Board of Directors.

Approved on IX Annual Assembly Meeting 6 of 9 ASSOCIATION OF SUPERVISORS OF BANKS OF THE AMERICAS A.C. BY-LAWS