Article 17.- The Assembly or the Board of Directors may create working groups for the study of specific issues. Such Working Groups will be composed of officers from member institutions. Professionals from non-Member institutions may be invited to join these working groups.

Working groups will timely submit the results and conclusions of their studies to the Board of Directors, in order for the latter to convey them to the Assembly.

Article 18.- The Secretary General will be accountable for the following core responsibilities:

a) To prepare the Annual Report of the Board of Directors at the end of each working year;

b) To prepare an Annual Work Program and corresponding Annual Budget proposal for the approval of the Board of Directors;

c) To implement and manage the Association’s Annual Work Program and Annual Budget in strict compliance with the internal policies and regulations approved by the Board of Directors;

d) To hire and remove staff members of the Secretary General and others under his direct responsibility, in accordance with the policies established by the Board of Directors;

e) To select and contract external service providers to carry out the functions delegated to the Secretary General, within the authorized limits established by the Board of Directors and/or the Assembly;

f) To maintain the records and all institutional information in an orderly and transparent manner, in accordance with the policies approved to this effect;

g) To collaborate with the Board of Directors and the Assembly in the implementation of programs and projects approved and authorized by any of these institutional bodies; and

h) To ensure due compliance with legislation applicable to the Association.

Article 19.- Any agreement of legal competence of the Board of Directors may be approved without the Board’s meeting, if all Associate Members that are part of it, entitled to vote on the matter, unanimously consent to the action in writing. The written consents will be filed with the records of the meeting by the Secretary General along with the supporting documents that attest to its truthfulness and the related issues with

Approved on IX Annual Assembly Meeting 7 of 9ASSOCIATION OF SUPERVISORS OF BANKS OF THE AMERICAS A.C. BY-LAWS the adopted agreement. Such consents shall be treated, for all purposes, as a vote at a meeting.

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